Securities Code: 300807
Securities Abbreviation: Tianmai Technology
Announcement Number: 2026-064
Zhengzhou Tianmai Technology Co., Ltd.
Announcement on the Transfer of 90% Equity of Henan Xinmai Research Automotive Testing Co., Ltd. and Related Party Transaction
The Company and the entire Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and that there are no false representations, misleading statements, or material omissions.
Special Notice:
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The target asset of this transaction, Henan Xinmai Research Automotive Testing Co., Ltd. and its wholly-owned subsidiary Zhengzhou Maijian Automotive Testing Co., Ltd., are primarily engaged in the operation of new energy charging pile stations and the research and development and sales of intelligent cockpits for commercial vehicles. These business areas differ significantly from the Company's current core business in terms of operating models, technical routes, and market channels. The intelligent cockpit business is currently in an investment phase, requiring substantial R&D investment. Upon completion of this transaction, the target company will no longer be included in the Company's consolidated financial statements, and the Company will no longer bear the obligation to continue investing in these non-core businesses.
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According to the assessment by the Company's finance department, based on the overall arrangement and prudent principle of this transaction, the financial treatment of this transaction is not expected to affect the Company's current period profit and loss. This transaction will increase the Company's cash inflow by RMB 39,837,246.54 (including the equity transfer consideration of RMB 436,358.69 and the recovery of RMB 39,400,887.85 in debt owed by the target company), effectively improving the Company's working capital and enhancing its asset quality, without causing any significant adverse impact on the Company's financial position and operating results. The specific financial impact will be subject to the audit results of the Company's annual auditor.
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This transaction is subject to the approval of the Company's shareholders' meeting. Mr. Guo Jianguo, a related party with an interest in this related party transaction, will recuse himself from voting at the shareholders' meeting.
I. Overview of Related Party Transaction
Zhengzhou Tianmai Technology Co., Ltd. (hereinafter referred to as the "Company" or "Transferor") intends to transfer 90% of the equity corresponding to RMB 9 million of the registered capital (corresponding to RMB 9 million of paid-in capital) of its wholly-owned subsidiary, Henan Xinmai Research Automotive Testing Co., Ltd. (hereinafter referred to as the "Target Company" or "Xinmai Company"), to Henan Zhming Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Henan Zhming" or "Transferee"). The transaction price for this equity transfer will be determined through negotiation between the parties, based on the valuation results from an asset appraisal firm qualified to provide securities service business. According to the "Asset Appraisal Report" (Jing Kun Ping Bao Zi [2026] No. 0462) issued by Beijing Kunyuan Zhicheng Asset Appraisal Co., Ltd., as of the valuation base date of February 28, 2026, the market value of all shareholder equity of the target company is RMB 484,842.99. The transaction price for the target equity, determined through negotiation between the parties, is RMB 436,358.69, which represents 90% of the market value of all shareholder equity of the target company. As of the disclosure date of this announcement, the target company owes the Company and its wholly-owned subsidiary RMB 39,400,887.85 in debt, which is a condition for the transfer of this equity. The transferee will provide a loan to the target company to clear these debts before the handover.
Mr. Guo Jianguo, a shareholder holding more than 5% of the Company's shares (holding 23.63% of the shares and 13.63% of the voting rights in the listed company), holds a 95% partnership interest in the transferee, Henan Zhming Enterprise Management Partnership (Limited Partnership). According to the "Shenzhen Stock Exchange GEM Stock Listing Rules" and other relevant regulations, Henan Zhming constitutes a related legal person of the Company, and this transaction constitutes a related party transaction.