Stock Code: 301178 Stock Abbreviation: Tianyima Listing Venue: Shenzhen Stock Exchange
Guangdong Tianyima Information Industry Co., Ltd.
Report on Issuing Shares and Paying Cash to Purchase Assets and Raising Supporting Funds and Related Party Transactions (Draft) Summary
| Project | Counterparty/Issuance Object |
|---|---|
| Issuing shares and paying cash to purchase assets | Chen Genghao and 21 other Xingyun Kaiwu shareholders |
| Raising supporting funds | Ma Xuepei |
Independent Financial Advisor
Guotai Haitong Securities Co., Ltd.
China (Shanghai) Pilot Free Trade Zone, 618 Shangcheng Road
June 2026
Statement of the Listed Company
The purpose of this summary of the reorganization report is to provide the public with a brief overview of this reorganization and does not include all parts of the full reorganization report. The full text of the reorganization report is simultaneously published on the website of the Shenzhen Stock Exchange.
The Company and all directors and senior management guarantee the truthfulness, accuracy, and completeness of the content of the reorganization report and its summary, and bear corresponding legal liability for any false records, misleading statements, or major omissions in the report.
The controlling shareholder, actual controller, directors, and senior management of the Company undertake: If the information disclosed or provided for this transaction is suspected of containing false records, misleading statements, or major omissions, and is filed for investigation by judicial authorities or the China Securities Regulatory Commission (CSRC), I will not transfer the shares I hold in the listed company (if any) before the investigation conclusion is formed. I will submit a written application for suspension of transfer and my stock account to the board of directors of the listed company within two trading days of receiving the notice of filing for investigation, and the board of directors shall apply for locking on my behalf to the stock exchange and the securities registration and clearing institution. If the locking application is not submitted within two trading days, I authorize the board of directors to directly report my identity information and account information to the stock exchange and the securities registration and clearing institution for locking after verification. If the board of directors fails to report my identity and account information, I authorize the stock exchange and the securities registration and clearing institution to directly lock the relevant shares. If the investigation conclusion finds illegal or non-compliant circumstances, I promise that the locked shares will be voluntarily used for relevant investor compensation arrangements.
The effectiveness and completion of the matters related to this reorganization described in this summary are subject to the approval of the shareholders' meeting, the review of the Shenzhen Stock Exchange, the registration of the CSRC, and the approval of other relevant approval authorities. Any decision or opinion made by the approval authorities regarding the matters related to this transaction does not indicate a substantive judgment or guarantee of the value of the Company's shares or the returns to investors.
All shareholders and other public investors are requested to carefully read all information disclosure documents related to this transaction and make prudent investment decisions. The listed company will disclose relevant information in a timely manner according to the progress of this transaction, and reminds shareholders and other investors to pay attention. After the completion of this transaction, the Company is solely responsible for changes in its operations and earnings; investors are solely responsible for investment risks caused by this transaction.
When evaluating this transaction, in addition to the content of this summary and other simultaneously disclosed documents, investors should also carefully consider the various risk factors disclosed in this summary. If investors have any questions about this summary, they should consult their stock brokers, lawyers, professional accountants, or other professional advisors.