301178SZSE

Guangdong Tianyima Information Industry Co., Ltd. Report on Issuing Shares and Cash Payment for Asset Acquisition and Related Transactions (Draft) (Second Revised Version)

Tianyi Ma Co., Ltd.·March 30, 2026

✨ AI Summary

The announcement details Guangdong Tianyima's plan to issue shares and pay cash to acquire 98.5632% of Guangdong Xingyun Kaiwu Technology Co., Ltd. for a total consideration of approximately RMB 118.85 million. The transaction aims to enhance the company's digital service capabilities in the IoT sector. It includes commitments for performance compensation and is subject to shareholder and regulatory approvals.

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Full Translation

AI Translation· azure_openai

1. Overview of the Transaction

1.1 Background and Purpose of the Transaction

The company intends to acquire 98.5632% of Guangdong Xingyun Kaiwu Technology Co., Ltd. through the issuance of shares and cash payment. The transaction price (excluding the amount for raising matching funds) is RMB 118,850.53 million.

1.2 Overview of the Transaction Plan

The transaction involves issuing shares and cash payment to 21 counterparties, including Chen Genghao and Nantong Chengwei Changqing, for their combined holdings in Xingyun Kaiwu. The company also plans to issue shares to raise matching funds from its actual controller, Ma Xuepei.

1.3 Payment Method for the Transaction

The company plans to pay for the acquisition of 98.5632% of Xingyun Kaiwu through a combination of share issuance and cash, with the cash portion amounting to RMB 60,613.77 million and the share issuance amounting to RMB 58,236.76 million.

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