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Tianmai Technology’s cross-border merger and acquisition, can it turn around after five consecutive years of losses?

Tianmai Technology, which has posted losses for five consecutive years, hit the daily limit-up immediately upon the resumption of trading; the company plans to pivot into the industrial automation sector by acquiring Shanghai Fenneng in a bid to turn itself around, yet its weak financial position casts significant uncertainty over the success of the acquisition.

In the context of five consecutive years of losses and pressure on the main business, Tianmai Technology is accelerating the transformation and self-rescue actions of the “second main business”.
Only four months after venture capital institution Qiming invested in Tianmai Technology, it launched the acquisition of its former investee companies.

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After trading resumed today, Tianmai Technology opened with a daily limit of 20CM.
As of press time, the stock price was quoted at 67.22 yuan per share, with the latest total market value of 4.57 billion yuan.

On the evening of May 6, Tianmai Technology (300807.SZ) announced that the company plans to purchase its total holdings of Shanghai Fenneng Automation Technology Co., Ltd. (hereinafter referred to as “Shanghai Fenneng” from the counterparty by issuing shares and paying cash
” or “Target Company”) 49,767,441 shares (accounting for 96.45% of the total share capital of the Target Company as of the date of announcement), and issued shares to no more than 35 qualified specific objects to raise supporting funds (hereinafter referred to as the “Transaction”).

After the completion of this transaction, Shanghai Fenneng will become a holding subsidiary of the company.
After preliminary calculations, this transaction is expected to constitute a major asset reorganization and a related transaction, but not a restructuring and listing.
As of the signing date of the plan, the audit and evaluation work for this transaction has not yet been completed, and the transfer consideration of the underlying assets has not yet been determined.

The announcement stated that this transaction still needs to be reviewed and approved by the company’s board of directors and the company’s shareholders’ meeting, and can be formally implemented only after it has been approved, reviewed, or agreed to register by the relevant competent authorities; there is uncertainty as to whether this transaction can obtain relevant approval, reviewed, approved, or agreed to register, as well as the time when it will finally obtain approval, reviewed, or agreed to register.

After the completion of this transaction, the listed company’s original main business related to urban bus overall solutions will continue to be carried out. This transaction will not lead to fundamental changes in the company’s main business.
On the basis of the stable operation of the existing business, the company will quickly enter the high-prosperity track of industrial automation by investing in high-quality high-end manufacturing assets, further optimize the company’s asset structure and resource allocation efficiency, broaden the company’s future growth space, and continue to enhance the company’s core operating capabilities and long-term investment value.

Tianmai Technology said that after this transaction, as high-quality assets are incorporated into the listed company system, core financial indicators such as total assets, operating income, and net profit attributable to shareholders of the listed company are expected to be significantly improved, and the asset scale and profitability are expected to be further enhanced.

The transaction plan shows that Shanghai Fenneng is a high-tech enterprise engaged in the research and development, design, production and sales of intelligent manufacturing equipment. It provides complete sets of customized intelligent manufacturing solutions to downstream customers from the automotive electronics, consumer electronics and new energy industries, and belongs to the high-end manufacturing field.

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Looking back at the background of Shanghai Fenneng’s shareholders, Qiming Venture Partners participated in its Series A financing as early as 2016.
In 2022, Shanghai Fenneng tried to have an independent IPO, but as the IPO review tightened, the road to listing was blocked.

It is worth noting that this transaction constitutes a related transaction.
In January this year, the controlling shareholder of Tianmai Technology was changed from Guo Jianguo to Suzhou Qichen, and the actual controller was changed from Guo Jianguo and Tian Shufen to Kuang Ziping, the founding managing partner of Qiming Venture Partners, and its related parties (Suzhou Qifen and Suzhou Qixun) happen to be shareholders of Shanghai Fenneng.

Market analysts believe that if this transaction is successfully completed, Qiming Venture Partners will open up a new path for project exit by controlling listed companies, and is also expected to create a new exit “sample” for the industry.

Tianmai Technology bluntly stated in the announcement that due to the stabilization of the industry structure, the company’s traditional business has entered a mature stage, the growth rate has slowed down, and the endogenous growth momentum has weakened.
This acquisition is to enter the industrial automation and high-end manufacturing track.

The background of Tianmai Technology’s operation is extremely bleak financial data.
According to Tianmai Technology’s 2025 annual report and 2026 first quarter report, the company’s operations have fallen into a quagmire.
For the whole year of 2025, the company’s net profit attributable to the parent company was -27.9301 million yuan, which was the fifth consecutive year of losses; deducting non-net profits was -33.24 million yuan, which was the sixth consecutive year of losses.
In 2026, the company’s performance will accelerate its decline.
The first quarter report shows that the situation has not improved. The company’s operating income in the first quarter of 2026 was only 15.8411 million yuan, a year-on-year plunge of 49.65%; the net profit attributable to the parent company was -8.7324 million yuan, a year-on-year plunge of 872.86%.

Tianmai Technology also pointed out the risk of declining operating performance of the target company in the transaction plan.
According to unaudited financial data, in 2024 and 2025, the target company’s operating income was 401.9914 million yuan and 451.6789 million yuan respectively, and the net profit attributable to the owners of the parent company was 30.9549 million yuan and 48.5212 million yuan respectively.
In the future, if the legal policies, business environment, and competitive landscape of the industry to which the target company belongs undergo adverse changes, or the target company itself is affected by uncertain factors such as business management, loss of core personnel, and lagging technology iterations, the target company’s performance will face the risk of decline, which will in turn have an adverse impact on the target company’s operating performance.

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