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]