Core Viewpoint - The acquisition of Tianmai Technology by Qiming Venture Partners for 452 million yuan marks a significant shift in the role of private equity funds from "financial catchers" to "industry operators" in the Chinese capital market, amidst a transition from "incremental expansion" to "stock renewal" due to IPO slowdowns and asset revitalization [2][3][4]. Policy Environment and Regulatory Framework - The release of the "Six Merger Rules" by the China Securities Regulatory Commission (CSRC) in September 2024 signifies a new era for mergers and acquisitions in the Chinese capital market, explicitly supporting private equity funds in acquiring listed companies for industrial integration [5][6]. - The policy introduces a "reverse linkage" mechanism, reducing the lock-up period for private equity funds from 12 months to 6 months after a 5-year investment period, significantly lowering exit costs and encouraging deeper participation in industrial integration [6][7][8]. - Following the policy's implementation, the number of major merger transactions surged by 460% year-on-year, while non-major transactions increased by 32% [11]. Historical Evolution - The legitimacy of private equity funds controlling listed companies was long questioned, especially after the cautious regulatory stance post the "Baowan dispute" in 2016, which led to scrutiny of leveraged buyouts [12][13][15]. - The introduction of the "Six Merger Rules" has redefined private equity funds as "industry integrators," emphasizing the enhancement of listed company quality through mergers and acquisitions [16]. Transaction Design and Implementation - The acquisition involved a differentiated pricing strategy, where the original controlling shareholder transferred shares at a higher price compared to other shareholders, reflecting control premium and liquidity needs [24][28]. - A phased payment structure was established to alleviate financial pressure and ensure transaction certainty, with a total of 60% paid initially, followed by 30% and 10% in subsequent phases [32][36]. - Governance restructuring was crucial, with a board composed of members nominated by both Qiming and the original controlling shareholder, ensuring a balance of power and strategic decision-making [40][42]. Fund Structure - Qiming's fund structure includes a mix of internal and external capital, with 65% from its main fund and 35% from external investors, ensuring compliance with regulatory requirements [47][48]. - The fund's exit strategy involves asset injection to enhance valuation, with plans for future divestments post-lock-up period [50][51]. Industry Implications - The case of Qiming Venture Partners illustrates a shift from "early and small investments" to "industry-led" strategies, highlighting the importance of policy support and innovative transaction structures in the evolving landscape of private equity in China [67]. - The successful integration of technology and assets post-acquisition is expected to enhance the performance of Tianmai Technology, showcasing the potential for private equity to drive value creation in listed companies [60][63].

星标 ★ IPO日报 精彩文章第一时间推送 又一单跨界收购来袭！ 近期，北京汉邦高科数字技术股份有限公司（代码：300449，下称"汉邦高科"）公告称，其正在筹划发行股份购买资产并募集配套资金事项，公司股票自 2025年3月14日开市起停牌，公司预计在不超过10个交易日的时间内披露本次交易方案。 据悉，汉邦高科是一家安防企业，而标的公司专注智慧交通领域。此次并购，汉邦高科以图产业突围。此次，汉邦高科拟以发行A股股份方式，购买深圳 高灯计算机科技有限公司（下称"深圳高灯"）持有的安徽驿路微行科技有限公司（下称"驿路微行"）51%股权，并募集配套资金。此次交易的最终股份转 让数量、比例、交易价格由交易双方另行签署正式协议确定。 制图：佘诗婕 三年亏损10亿元 资料显示，汉邦高科主要围绕"智能安防"、"音视频监测"、"数字水印技术"三大业务开展经营，为客户提供贴合行业特点的安防整体解决方案，升级音视 频监测技术，拓展行业应用，开发数字水印的衍生应用场景。 2015年，汉邦高科在深交所创业板上市。自上市以后，汉邦高科的业绩表现不佳。 上市当年，公司实现的营业收入、归母净利润分别为4.79亿元、0.45亿元，同比双双下 ...

Summary of Conference Call Notes Company and Industry Overview - The company is a key participant in the low-altitude flight support system, focusing on software systems and take-off and landing facilities between ground channels. It has initiated comprehensive demonstration projects in Shenzhen, including hardware, software, and take-off and landing facility systems, serving as a national model for pilot projects [2][4][9]. Core Points and Arguments - The Shenzhen government is actively promoting 5G communication and millimeter-wave technology to establish a low-altitude flight safety guarantee system, integrating smart city AI models to support future automated unmanned flight control [2][4]. - The company plans to focus on smart city and smart transportation sectors, developing a large number of terminal perception monitoring hardware systems, such as autonomous driving roadside measurement devices and meteorological monitoring equipment, supported by AI technology [2][8]. - Since its transformation in 2017 into a new infrastructure delivery and equipment supplier, the company expects a contract growth of over 50% in 2024, with total orders reaching 2.6-2.7 billion RMB, indicating a fundamental shift in its business structure towards a technology-oriented enterprise [2][9]. - The company is addressing the bottlenecks in low-altitude flight development, particularly safety concerns, by focusing on ground support systems and software [3][4]. - The company is leveraging factoring to recover some accounts receivable and is optimizing its business through general contracting to ensure stable cash flow, with a current debt ratio of approximately 25%-26% [3][14]. Additional Important Insights - The company is strategically positioning itself in the low-altitude economy and computing-related businesses, collaborating with the Shenzhen government to develop a commercial code system and promote new infrastructure and safety control centers in Guangdong Province [3][17]. - There is an expectation of increased industry support, including funding and special bonds, which will facilitate the launch of new infrastructure projects [5][6]. - The company plans to replicate its success in Shenzhen on a national and even global scale, recruiting city partners with rich resources, particularly those with backgrounds in major tech firms like Huawei [3][19]. - The company has made significant strides in international business, registering a Hong Kong company as a global R&D center and signing key cooperation agreements, with expectations of revenue generation starting in mid-2025 [20]. - The company has been actively involved in national scientific projects, receiving substantial subsidies and transforming these projects into intellectual property, which supports its business development [24]. Financial and Operational Outlook - The company anticipates a significant improvement in local government financial conditions, which will support the development of related industries [7]. - The company has a stable market share in planning consulting and design, with a recent order of approximately 20 million RMB, and is optimistic about the market outlook for 2025 [10]. - The company is focusing on enhancing its core technology capabilities rather than acquiring new qualifications, emphasizing software and hardware capability development [11]. - The company’s revenue growth target is to achieve over threefold growth, with significant investments expected in the computing sector [25][26]. Future Plans and Developments - The company is set to enter a comprehensive demonstration phase for social scenarios in various cities, with project tenders expected to begin in April to May 2025 [6]. - The company is planning to establish new transportation hubs in Shenzhen, integrating ground and aerial transport systems, and is exploring international market opportunities in regions like the Middle East and Southeast Asia [16][20][19]. - The company’s new infrastructure planning in Shenzhen is projected to be completed by 2026, with an estimated total investment of around 10 billion RMB [28].