Financial Performance - The company's operating revenue for the first half of 2024 was ¥14,250,309,285.72, a decrease of 14.33% compared to ¥16,633,010,199.97 in the same period last year[11]. - The net profit attributable to shareholders for the first half of 2024 was ¥1,599,063,876.43, down 12.32% from ¥1,823,846,746.52 in the previous year[11]. - Basic earnings per share for the first half of 2024 were ¥0.15, a decrease of 11.76% compared to ¥0.17 in the same period last year[12]. - The net profit after deducting non-recurring gains and losses for the first half of the year was approximately ¥1.56 billion, down 8.99% compared to the same period last year[157]. - The total comprehensive income for the first half of 2024 was approximately ¥1.84 billion, compared to ¥2.1 billion in the same period of 2023[167]. Cash Flow and Liquidity - The net cash flow from operating activities was ¥2,972,717,564.11, a significant improvement compared to a negative cash flow of ¥871,102,628.48 in the same period last year[11]. - The company's cash and cash equivalents at the end of the period amounted to ¥23.76 billion, representing 20.04% of total assets, an increase of 5.25% compared to the previous year[87]. - The cash interest coverage ratio surged to 137.81 from -27.62, attributed to a substantial increase in net cash flow from operating activities[157]. - Cash inflows from operating activities totaled CNY 22.33 billion, up from CNY 16.37 billion in the first half of 2023, representing an increase of approximately 36.4%[171]. Research and Development - The R&D expenditure as a percentage of operating revenue increased to 5.54%, up 1.23 percentage points from 4.31% in the previous year[12]. - R&D expenses totaled ¥788,929,891.76, an increase of 10.03% compared to the previous year[40]. - The company holds 4,838 authorized patents in China, including 2,647 invention patents, reflecting its strong focus on core technology protection[20]. - The company applied for 659 new patents, including 621 invention patents, and received 381 new authorizations, with 315 being invention patents[38]. Market and Strategic Positioning - The company aims to optimize its "14th Five-Year Plan" by focusing on "smart control" technology, particularly in the rail transit and low-altitude economy sectors[16]. - The company continues to adapt to market changes and maintain a strong order acquisition strategy primarily through public bidding[17]. - The company is positioned to benefit from ongoing domestic railway infrastructure investments, which are expected to exceed ¥800 billion in the coming years[18]. - The company plans to exit the municipal construction business within three years, focusing on core areas such as rail transit, new infrastructure, and low-altitude economy[74]. Environmental and Social Responsibility - The company invested 7.2782 million yuan in environmental protection during the reporting period[102]. - The company has implemented effective pollution control measures, ensuring that all major pollutants meet national and local discharge standards[103]. - The company is actively promoting the research and development of green products and reducing energy consumption in its operations[108]. - China Communications Signal Corporation implemented carbon reduction measures, achieving a reduction of approximately 324 tons of CO2 emissions through its Xi'an Industrial Group's rooftop solar project, which generated 661,600 kWh of electricity by the end of June 2024[109]. Operational Efficiency and Technology - The company has established a comprehensive service model for rail transit control systems, ensuring integrated and customized solutions for clients[17]. - The company has developed a high-precision simulation technology that maintains an error rate within 0.5%, supporting the safe and reliable operation of ground track circuit systems under complex environmental conditions[22]. - The company has successfully applied intelligent detection and operation maintenance technology in high-speed rail, conventional rail, and urban rail transit, enhancing maintenance efficiency and significantly reducing equipment failure rates[21]. - The company has developed a comprehensive automation system for urban rail operations, enhancing multi-language support and cross-platform capabilities, and improving automatic shunting functions[51]. Shareholder and Corporate Governance - The company did not propose any profit distribution plan or capital reserve transfer to increase share capital during the reporting period[1]. - The company has established measures to ensure fair pricing and timely disclosure of related party transactions, with commitments effective until the controlling status of Tonghao Group changes[118]. - The company reported a significant increase in revenue, achieving a total of 1.5 billion in the first half of 2024, representing a 20% year-over-year growth[120]. - The company reaffirmed its commitment to shareholder value, planning to increase dividends by 10% in the upcoming quarter[120].

Financial Performance - The company's operating revenue for Q1 2024 was CNY 6,509,426,910.25, representing a decrease of 13.10% compared to the same period last year[15]. - Net profit attributable to shareholders for the same period was CNY 604,490,948.26, down 10.84% year-on-year[15]. - Total operating revenue for Q1 2024 was RMB 650.94 million, a decrease of 13.10% compared to the same period last year[39]. - Net profit attributable to shareholders of the parent company was CNY 604,490,948.26, down 10.8% from CNY 677,962,651.12 in the same period last year[55]. - Total comprehensive income for Q1 2024 was CNY 717,666,489.55, compared to CNY 779,863,641.52 in Q1 2023, reflecting a decrease of 8%[57]. - The company’s total comprehensive income for Q1 2024 was CNY 105,784,324.63, up from CNY 91,211,624.84 in Q1 2023, reflecting a positive trend in overall financial performance[81]. Research and Development - Research and development expenses totaled CNY 376,270,501.83, which is an increase of 7.62% compared to the previous year, accounting for 5.78% of operating revenue, up by 1.12 percentage points[15]. - Research and development expenses increased to CNY 376,270,501.83, representing a rise of 22.9% from CNY 305,948,866.89 in Q1 2023[51]. - Research and development expenses decreased dramatically to CNY 1,800.00 in Q1 2024 from CNY 19,283,400.56 in Q1 2023, indicating a strategic shift in R&D investment[77]. Assets and Liabilities - The company's total assets at the end of the reporting period were CNY 118,076,301,641.15, a decrease of 0.77% from the end of the previous year[18]. - Total assets as of March 31, 2024, were RMB 118.08 billion, down from RMB 118.99 billion at the end of 2023[48]. - Total liabilities decreased to RMB 68.45 billion from RMB 70.12 billion, reflecting a reduction of 2.39%[46]. - The total liabilities as of March 31, 2024, were ¥10,495,021,663.05, a decrease from ¥10,633,010,469.81 as of December 31, 2023[71]. - Total liabilities and shareholders' equity amounted to CNY 44,883,994,979.34 as of March 31, 2024, slightly down from CNY 44,922,488,517.06 as of December 31, 2023[74]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 71,089[23]. - China Railway Communication Signal Group holds 6,610,085,424 shares, accounting for 62.42% of total shares[24]. - HKSCC NOMINEES LIMITED holds 1,967,759,950 shares, representing 18.58% of total shares[24]. - The top ten shareholders include China Machinery Industry Group with 63,507,192 shares (0.60%) and China Railway Investment Group with 34,188,000 shares (0.32%)[27]. - The total number of A-share shareholders is 71,089, while H-share shareholders number 218[34]. - The report indicates that the top ten shareholders do not have any related party relationships or concerted actions[33]. Cash Flow and Financing - Cash flow from operating activities generated a net amount of CNY 2,082,321,318.72, a significant improvement from a negative cash flow of CNY 1,307,374,461.57 in Q1 2023[60]. - The company reported a net cash flow from operating activities of CNY 201,714,792.86 in Q1 2024, a significant improvement compared to a negative cash flow of CNY -302,688,161.71 in Q1 2023[86]. - The cash outflow from financing activities in Q1 2024 was ¥2,166,958,020.45, an increase of 121.5% compared to ¥976,380,395.05 in Q1 2023[62]. - Cash flow from financing activities resulted in a net outflow of -$4,040,750.00 in Q1 2024, compared to a net inflow of $1,199,646,000.00 in Q1 2023, indicating a shift in financing strategy[88]. Contracts and Business Performance - New contracts signed in Q1 2024 totaled RMB 11.361 billion, down 17.07% year-on-year, with railway sector contracts increasing by 10.13% to RMB 3.985 billion[39]. - The overseas business segment saw a significant decline in new contracts, dropping 34.89% to RMB 1.793 billion[39]. - The engineering contracting sector experienced a 24.62% decrease in new contracts, totaling RMB 4.527 billion[39]. Other Financial Metrics - The basic earnings per share for the reporting period was CNY 0.06, unchanged from the previous year[15]. - The weighted average return on equity decreased by 0.21 percentage points to 1.28%[15]. - The company recorded a credit impairment loss of CNY 67,121,990.45, which is significantly higher than CNY 25,685,067.18 in Q1 2023[53]. - The company’s financial expenses showed a significant reduction, with net financial costs decreasing from CNY -54,764,861.51 in Q1 2023 to CNY -28,454,999.59 in Q1 2024[77].

Financial Performance - The operating revenue for Q1 2024 was CNY 6,509,426,910.25, representing a decrease of 13.10% compared to the same period last year[3]. - The net profit attributable to shareholders was CNY 604,490,948.26, down 10.84% year-on-year[3]. - The net profit after deducting non-recurring gains and losses was CNY 594,368,032.17, a decrease of 10.29% compared to the previous year[3]. - In Q1 2024, the company's net profit was CNY 712,787,783.12, a decrease of 8.2% compared to CNY 776,657,331.91 in Q1 2023[19]. - The total comprehensive income for Q1 2024 was CNY 717,666,489.55, down from CNY 779,863,641.52 in Q1 2023[20]. - The company's operating profit was CNY 879,671,556.88, a decrease of 6.0% from CNY 935,852,172.37 in Q1 2023[19]. - Net profit for Q1 2024 reached CNY 105,754,373.03, an increase of 15.9% compared to CNY 91,236,695.92 in Q1 2023[27]. Assets and Liabilities - The total assets at the end of the reporting period were CNY 118,076,301,641.15, a decrease of 0.77% from the end of the previous year[4]. - The company's total assets as of March 31, 2024, were CNY 118.08 billion, a slight decrease from CNY 118.99 billion at the end of 2023[16]. - The total liabilities decreased to CNY 68.45 billion from CNY 70.12 billion year-on-year[16]. - The company's total assets as of March 31, 2024, amounted to CNY 44,883,994,979.34, a slight decrease from CNY 44,922,488,517.06 on December 31, 2023[26]. - Total current liabilities decreased to CNY 10,429,445,861.81 from CNY 10,565,488,529.19, a reduction of 1.3%[26]. Equity and Shareholder Information - The total equity attributable to shareholders increased to CNY 47,458,549,847.58, reflecting a growth of 1.38% compared to the end of the previous year[4]. - The total equity attributable to shareholders increased to CNY 47.46 billion from CNY 46.81 billion year-on-year[16]. - The company had a total of 71,089 common shareholders at the end of the reporting period[10]. - The largest shareholder, China Railway Signal & Communication Group Co., Ltd., held 6,610,085,424 shares, representing 62.42% of the total shares[9]. Cash Flow and Investments - The net cash flow from operating activities was CNY 2,082,321,318.72, not applicable for year-on-year comparison[3]. - The company reported a significant increase in cash flow from operating activities, with a net cash inflow of CNY 2,082,321,318.72 compared to a net outflow of CNY 1,307,374,461.57 in Q1 2023[23]. - Cash inflow from operating activities totaled ¥1,249,747,394.03, compared to ¥868,004,718.03 in the same period last year, representing an increase of approximately 43.8%[28]. - The company maintained cash and cash equivalents at ¥6,938,970,400.70 at the end of Q1 2024, down from ¥9,452,360,083.33 at the end of Q1 2023[29]. - The company secured ¥2,000,000,000.00 in cash from financing activities, consistent with the previous year[28]. Research and Development - Research and development expenses amounted to CNY 376,270,501.83, accounting for 5.78% of operating revenue, an increase of 1.12 percentage points year-on-year[4]. - Research and development expenses rose to CNY 376,270,501.83, representing a 22.9% increase from CNY 305,948,866.89 in Q1 2023[19]. - Research and development expenses significantly decreased to CNY 1,800.00 from CNY 19,283,400.56, indicating a strategic shift in R&D investment[27]. Inventory and Receivables - The company’s inventory increased to CNY 37.52 billion from CNY 32.06 billion year-on-year[15]. - The company reported a decrease in accounts receivable to CNY 22.16 billion from CNY 22.88 billion[14]. - The company’s inventory increased to CNY 13,402,835.85 from CNY 8,367,845.69, indicating a rise in stock levels[25]. Contract and Revenue Trends - The total new contracts signed in Q1 2024 amounted to CNY 11.36 billion, down 17.07% year-on-year, with the railway sector increasing by 10.13% to CNY 3.985 billion[13]. - The total revenue from operating activities increased to CNY 13,219,785,766.72, up 58.5% from CNY 8,346,582,272.80 in the same period last year[23]. - The company’s sales revenue from goods and services received cash of CNY 9,269,125,042.59, an increase of 21.0% from CNY 7,665,601,435.18 in the previous year[22].

[Glossary](index=5&type=section&id=第一節%20釋義) This section defines key professional terms and acronyms, such as CTCS and CBTC, used throughout the report for clarity [Glossary](index=5&type=section&id=一.%20釋義) This section defines key professional terms and acronyms, such as CTCS and CBTC, used throughout the report for clarity - The report defines several core technical acronyms for rail transit control systems, such as: - **CTCS (China Train Control System)**: China's independently developed train operation safety system, categorized from Level 0 to Level 4, with higher levels applicable to faster speeds - **CBTC (Communication-Based Train Control System)**: A wireless communication-based automatic train control system used in urban rail transit - **RBC (Radio Block Center)**: The core ground equipment of the CTCS-3 system, responsible for generating movement authorities and controlling train movement[9](index=9&type=chunk)[10](index=10&type=chunk) [Chairman's Statement](index=7&type=section&id=第二節%20董事長致辭) Chairman Lou Qiliang reviewed 2023 operating results, highlighting the company's progress in supporting national strategies, technological innovation, and deepening reforms amidst a complex macro environment, while also outlining plans to enhance core competitiveness and develop new productive forces in 2024 [Chairman's Statement](index=7&type=section&id=第二節%20董事長致辭) Chairman Lou Qiliang reviewed 2023 operating results, highlighting the company's progress in supporting national strategies, technological innovation, and deepening reforms amidst a complex macro environment, while also outlining plans to enhance core competitiveness and develop new productive forces in 2024 - The company actively served major national strategies, achieving significant results: - **Domestic Projects**: Facilitated the smooth opening of 23 key projects including Guangshan High-speed Railway and Guinan High-speed Railway, participating in 349 large and medium-sized railway projects throughout the year, with a cumulative operational mileage of **3,406 kilometers** - **'Belt and Road' Projects**: Ensured high-quality operation of the Hungary-Serbia Railway and Indonesia's Jakarta-Bandung High-speed Railway, while also advancing projects like the Padma Bridge Rail Link in Bangladesh and Mexico City Metro Line 1 renovation[12](index=12&type=chunk) - The company made significant progress in technological self-reliance: - **Key Technology Breakthroughs**: High-speed railway track circuits and transponders based on domestic chips passed field tests; key urban rail control system equipment based on domestic chips and operating systems completed R&D and testing - **Forward-looking Research**: Developed communication signal system solutions applicable to the Sichuan-Tibet Railway and CR450 higher-speed train control system solutions; completed full-scale levitation tests for **1,000 km/h** ultra-high-speed maglev trains[13](index=13&type=chunk)[14](index=14&type=chunk) - The company continued to deepen state-owned enterprise reform, enhancing development vitality: - Achieved an **A-rating** in the SASAC's annual assessment of key tasks for the three-year action plan for central SOE reform - Steadily advanced a new round of reform and enhancement initiatives, outlining a three-year reform roadmap - Progressively improved modern financial management, implementing integrated business-finance projects and refining the treasury management system[15](index=15&type=chunk) [Company Profile and Key Financial Indicators](index=10&type=section&id=第三節%20公司簡介和主要財務指標) In 2023, the company's operating revenue was **37.002 billion yuan**, a **7.96% year-on-year decrease**, and net profit attributable to shareholders was **3.477 billion yuan**, a **4.30% decrease**, yet total assets and net assets grew, with R&D investment increasing to **5.51%** of revenue [Company Basic Information](index=10&type=section&id=一.%20公司基本情況) This section provides the company's basic business registration information, contact details, information disclosure channels, and stock listing specifics, noting its A-shares are listed on the Shanghai Stock Exchange STAR Market and H-shares on the Hong Kong Stock Exchange Main Board Company Basic Information | Item | Information | | :--- | :--- | | **Chinese Company Name** | 中国铁路通信信号股份有限公司 | | **Chinese Company Abbreviation** | 中国通号 | | **English Name** | China Railway Signal & Communication Corporation Limited | | **Legal Representative** | Lou Qiliang | | **A-share Listing Exchange** | SSE STAR Market | | **A-share Stock Code** | 688009 | | **H-share Listing Exchange** | HKEX Main Board | | **H-share Stock Code** | 03969 | [Key Accounting Data and Financial Indicators for the Past Three Years](index=13&type=section&id=六.%20近三年主要會計數據和財務指標) In 2023, the company's operating revenue was **37.002 billion yuan**, a **7.96% year-on-year decrease**, and net profit attributable to shareholders was **3.477 billion yuan**, a **4.30% decrease**, yet total assets and net assets grew, with R&D investment increasing to **5.51%** of revenue Key Accounting Data (RMB Yuan) | Key Accounting Data | 2023 | 2022 | YoY Change (%) | | :--- | :--- | :--- | :--- | | **Operating Revenue** | 37,002,229,438.89 | 40,203,207,773.29 | -7.96 | | **Net Profit Attributable to Shareholders** | 3,477,326,647.54 | 3,633,640,258.62 | -4.30 | | **Net Cash Flow from Operating Activities** | 2,058,033,862.99 | 2,082,161,660.88 | -1.16 | | **Total Assets (Period-end)** | 118,990,487,731.74 | 116,806,544,483.88 | 1.87 | | **Net Assets Attributable to Shareholders (Period-end)** | 46,812,051,906.86 | 45,323,917,197.95 | 3.28 | Key Financial Indicators | Key Financial Indicators | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | **Basic Earnings Per Share (Yuan/share)** | 0.32 | 0.33 | -3.03% | | **Weighted Average Return on Net Assets (%)** | 7.54 | 8.17 | Decrease of 0.63 percentage points | | **R&D Investment as % of Operating Revenue (%)** | 5.51 | 4.66 | Increase of 0.85 percentage points | 2023 Quarterly Key Financial Data (RMB Yuan) | | Q1 | Q2 | Q3 | Q4 | | :--- | :--- | :--- | :--- | :--- | | **Operating Revenue** | 7,490,656,914.61 | 9,142,353,285.36 | 7,993,730,614.27 | 12,375,488,624.65 | | **Net Profit Attributable to Shareholders** | 677,962,651.12 | 1,145,884,095.40 | 742,236,950.51 | 911,242,950.51 | [Management Discussion and Analysis and Board Report](index=18&type=section&id=第四節%20管理層討論與分析及董事會報告) The company specializes in rail transit control systems, operating a 'three-in-one' full-产业链 model encompassing design, manufacturing, and engineering services, maintaining global leadership in high-speed and urban rail control systems with **5.51%** of revenue invested in R&D, achieving significant advancements in autonomous train operation and high-speed control technologies [Discussion and Analysis of Operations](index=18&type=section&id=一.%20經營情況討論與分析) In 2023, the company's new contract value reached **73.121 billion yuan**, a **0.15% year-on-year increase**, with backlog orders of **168.831 billion yuan**, driven by significant **45.18% growth** in overseas contracts and maintaining over **60% market share** in high-speed rail weak current system integration 2023 New Contract Value by Segment (RMB) | Segment | New Contract Value (Billion Yuan) | YoY Growth (%) | | :--- | :--- | :--- | | **Railway** | 25.112 | +5.01 | | **Urban Rail** | 13.18 | +3.91 | | **Overseas** | 3.74 | +45.18 | | **EPC & Others** | 31.089 | -8.11 | | **Total** | **73.121** | **+0.15** | - The company maintains a leading edge in core business areas, holding over **60% market share** in high-speed rail weak current system integration and consistently ranking among the top in the urban rail control system industry[27](index=27&type=chunk)[28](index=28&type=chunk) - Looking ahead to 2024, the company anticipates the high-speed rail weak current system integration market size will be no less than 2023, while urban rail control system bidding volume may decrease; the company will continue to expand overseas business via the 'Belt and Road' initiative and prudently manage EPC project intake for overall growth[30](index=30&type=chunk) [Main Business, Operating Model, Industry Overview, and R&D](index=20&type=section&id=二.%20報告期內公司所從事的主要業務、經營模式、行業情況及研發情況說明) The company specializes in rail transit control systems, operating a 'three-in-one' full-产业链 model encompassing design, manufacturing, and engineering services, maintaining global leadership in high-speed and urban rail control systems with **5.51%** of revenue invested in R&D, achieving significant advancements in autonomous train operation and high-speed control technologies [Main Business, Products, and Services](index=20&type=section&id=（一）%20主要業務、主要產品或服務情況) The company's core business is rail transit control systems, offering integrated full-产业链 services including design, manufacturing, and system delivery, while implementing a 'six-core, one-body, two-wings' strategy to expand into information communication and power electrification, forming a 'rail transit + N' industrial structure - The company's core business segments include: - **Design and Integration**: Providing system integration and design consulting services for rail transit control system products - **Equipment Manufacturing**: Producing and selling signal systems, communication information systems, and other products - **System Delivery**: Offering project construction, equipment installation, and maintenance services[31](index=31&type=chunk) [Main Operating Model](index=21&type=section&id=（二）%20主要經營模式) The company primarily enters markets through public bidding, utilizes centralized procurement for raw materials, offers integrated or customized design, manufacturing, and system delivery services, and operates under a three-tier management system (headquarters-secondary-tertiary enterprises) with clear strategic, operational, and executive roles - The company employs a 'headquarters-secondary enterprise-tertiary enterprise' management structure, positioned as 'strategic leadership and control center,' 'business operation and profit center,' and 'execution and cost center,' respectively, forming a cohesive and efficient organizational system[37](index=37&type=chunk) [Industry Overview and Position](index=23&type=section&id=（三）%20所處行業情況) The global and domestic rail transit industries are stable, with China shifting from new construction to a focus on both new builds and upgrades, where the company maintains a leading global position in high-speed rail control systems and dominates the domestic urban rail control system market, with future trends emphasizing regional synergy, intercity railways, higher-speed train technologies like CR450, and smart digitalization - The company maintains a leading position in the industry: - **High-speed Rail**: The total mileage covered by its core high-speed railway control system products and services continues to rank **first globally** - **Urban Rail**: Core control system products cover over **170 lines** in more than **40 cities** domestically, consistently leading the market[42](index=42&type=chunk) - Industry development trends include: - **Regional Synergy**: Building a 'smart brain' for regional rail transit to achieve coordinated transportation across multiple modes - **Intercity Railways**: Meeting the demand for a **1-hour** commute circle and promoting the 'four-network integration' of rail transit - **Higher Speeds**: Conducting research on train control systems for speeds exceeding **400 km/h** (CR450)[44](index=44&type=chunk)[45](index=45&type=chunk)[47](index=47&type=chunk) [Core Technologies and R&D Progress](index=27&type=section&id=（四）%20核心技術與研發進展) The company possesses over **40 independently developed core technologies** and **4,618 authorized patents** in areas like train control and autonomous driving, with **2.038 billion yuan** invested in R&D in 2023 (**5.51%** of revenue), achieving significant progress in foundational research, national strategic projects like the Sichuan-Tibet Railway and CR450, smart urban rail, and basic equipment development R&D Investment (RMB Yuan) | Item | Current Year | Prior Year | Change (%) | | :--- | :--- | :--- | :--- | | **Total R&D Investment** | 2,037,876,598.39 | 1,874,225,799.53 | 8.73 | | **R&D Investment as % of Operating Revenue (%)** | 5.51 | 4.66 | Increase of 0.85 percentage points | | **Capitalized R&D Investment as % of Total R&D Investment (%)** | 8.62 | 9.84 | Decrease of 1.22 percentage points | Intellectual Property Quantity | Category | New Acquisitions This Year | Cumulative Acquisitions | | :--- | :--- | :--- | | **Invention Patents** | 667 | 2,434 | | **Utility Model Patents** | 140 | 2,037 | | **Software Copyrights** | 374 | 2,167 | | **Total** | **1,194** | **6,789** | - Significant R&D achievements in 2023 include: - **Supporting Overseas Projects**: Provided self-developed CTCS-3 level train control system equipment for Indonesia's Jakarta-Bandung High-speed Railway, ensuring its smooth operation - **Supporting Major National Strategies**: Developed communication signal system solutions for the Sichuan-Tibet Railway and key technical equipment for the 'CR450 Scientific and Technological Innovation Project' - **Smart Urban Rail Construction**: Released the high-efficiency Qiji autonomous train operation control system, completing tests on Shanghai Metro Lines 3 & 4; pioneered research into fully automatic flexible train formation technology[76](index=76&type=chunk)[77](index=77&type=chunk)[80](index=80&type=chunk) [Analysis of Core Competencies](index=84&type=section&id=三.%20報告期內核心競爭力分析) The company's core competencies include leading market position, strong technological innovation, extensive project management experience, full-产业链 one-stop service capability, and high product reliability and safety, holding a dominant position in China's high-speed rail control technology market and approximately **37%** urban rail control system market share, supported by over **4,300 R&D personnel** and **4,600 patents** - The company holds a leading market position, providing core train control technology and equipment for most of China's operational high-speed railways, and achieved approximately **37%**中标率 in urban rail signal control system projects in 2023, maintaining its industry-leading position[118](index=118&type=chunk) - The company possesses the world's only business model offering full-产业链 one-stop services from investment and financing to R&D, equipment manufacturing, engineering services, and operation and maintenance, effectively reducing client costs and risks[122](index=122&type=chunk) - The company boasts a strong R&D team with over **4,300 employees** engaged in scientific and technological R&D, accounting for **22.67%** of its total workforce, laying a solid foundation for maintaining its technological advantage[124](index=124&type=chunk) [Risk Factors](index=88&type=section&id=四.%20風險因素) The company faces primary risks including core competency, operational, financial, industry, and macroeconomic factors, manifested as intensified market competition, rapid technological iteration, political and economic impacts on overseas projects, extended project payment cycles, slowing domestic rail transit investment, and increased global economic uncertainty - The company's core risks include: - **Operational Risk**: Unstable overseas political situations and concentrated product market distribution - **Financial Risk**: Long project construction cycles and delayed payments may adversely affect current period profits - **Industry Risk**: Tightening investment in the urban rail market and slowing investment growth in the railway market - **Market Competition**: Intensified competition in the communication signal sub-market, with traditional advantageous products facing price pressure[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk)[132](index=132&type=chunk) [Key Operating Performance During the Reporting Period](index=91&type=section&id=五.%20報告期內主要經營情況) In 2023, the company's operating revenue was **37.002 billion yuan**, down **7.96%**, and net profit attributable to shareholders was **3.477 billion yuan**, down **4.30%**, primarily due to reduced EPC and system delivery services, though equipment manufacturing and design integration grew by **9.64%** and **20.16%** respectively, improving gross margin by **2.06 percentage points** Key Changes in Income Statement and Cash Flow Statement (RMB Yuan) | Item | Current Period Amount | Prior Period Amount | Change (%) | | :--- | :--- | :--- | :--- | | **Operating Revenue** | 37,002,229,438.89 | 40,203,207,773.29 | -7.96 | | **Operating Cost** | 27,472,315,758.82 | 30,680,741,586.09 | -10.46 | | **Selling Expenses** | 893,032,489.34 | 812,111,306.78 | 9.96 | | **R&D Expenses** | 1,862,286,761.81 | 1,689,810,596.63 | 10.21 | | **Net Cash Flow from Operating Activities** | 2,058,033,862.99 | 2,082,161,660.88 | -1.16 | | **Net Cash Flow from Investing Activities** | -1,822,696,404.60 | -150,941,966.87 | N/A | Main Business Segments (2023) | Segment | Operating Revenue (Yuan) | Operating Cost (Yuan) | Gross Margin (%) | YoY Change in Operating Revenue (%) | | :--- | :--- | :--- | :--- | :--- | | **Rail Transit Control Systems** | 29,261,817,816.79 | 20,553,617,454.85 | 29.76 | -0.50 | | Equipment Manufacturing | 6,112,524,125.68 | 3,934,929,134.55 | 35.63 | +9.64 | | Design and Integration | 11,723,913,763.98 | 7,072,043,682.59 | 39.68 | +20.16 | | System Delivery Services | 11,425,379,927.13 | 9,546,644,637.71 | 16.44 | -18.83 | | **Engineering, Procurement, and Construction (EPC)** | 7,673,647,905.68 | 6,897,575,863.26 | 10.11 | -28.48 | - Sales to the company's top five customers accounted for **42.37%** of total annual sales, indicating a degree of customer concentration, while purchases from the top five suppliers represented **4.46%** of total annual procurement, suggesting a more diversified supply chain[141](index=141&type=chunk)[143](index=143&type=chunk) [Discussion and Analysis of the Company's Future Development](index=105&type=section&id=六.%20公司關於公司未來發展的討論與分析) The company anticipates intensifying competition in the rail transit industry and a slowdown in new high-speed rail construction domestically, leading to market consolidation, and plans to implement a 'six-core, one-body, two-wings' business strategy to consolidate its signal control system core while expanding into six key businesses and strengthening both international and domestic market operations to become a world-class industrial group - The company's development strategy is 'six-core, one-body, two-wings,' aiming to build a 'rail transit + N' industrial structure, develop six core businesses, leverage its full-产业链 integrated advantages, and strengthen operations in both international and domestic markets[160](index=160&type=chunk) - The 2024 operating plan will focus on ensuring stable growth, optimizing the industrial system, tackling technological innovation, consolidating safety and quality, promoting deeper reforms, enhancing corporate governance, and mitigating development risks[161](index=161&type=chunk) [Corporate Governance](index=115&type=section&id=第五節%20公司治理) During the reporting period, the company strictly adhered to relevant laws and listing rules, establishing a modern corporate governance structure centered on the 'three meetings and one layer' (shareholders' meeting, board of directors, supervisory board, and management), ensuring independent and effective operation of each governance body, and maintaining independence from its controlling shareholder across business, personnel, assets, organization, and finance, with no issues of horizontal competition [Overview of Corporate Governance](index=115&type=section&id=一.%20公司治理相關情況說明) During the reporting period, the company strictly adhered to relevant laws and listing rules, establishing a modern corporate governance structure centered on the 'three meetings and one layer' (shareholders' meeting, board of directors, supervisory board, and management), ensuring independent and effective operation of each governance body, and maintaining independence from its controlling shareholder across business, personnel, assets, organization, and finance, with no issues of horizontal competition - The company's corporate governance structure is centered on the 'three meetings and one layer' (Shareholders' Meeting, Board of Directors, Supervisory Board, and Management), with each governance body performing its duties, operating in a standardized manner, coordinating effectively, and providing mutual checks and balances[199](index=199&type=chunk) - Shareholders holding over **10%** of shares may request the Board of Directors to convene an extraordinary general meeting, or those holding over **3%** of shares may propose ad-hoc resolutions **10 days** prior to a general meeting[204](index=204&type=chunk)[205](index=205&type=chunk) [Information on Directors, Supervisors, and Senior Management](index=120&type=section&id=八.%20董事、監事和高級管理人員的情況) This section details shareholding changes and remuneration for current and departed directors, supervisors, senior management, and core technical personnel, noting key leadership changes including Mr. Lou Qiliang's appointment as President, Executive Director in late 2023, and Chairman in early 2024, with total remuneration for all directors, supervisors, and senior management amounting to **7.0107 million yuan** at period-end - Key personnel changes during the reporting period include: - **Lou Qiliang**: Appointed President in September 2023, Executive Director in October, and Chairman in February 2024 - **Zhou Zhiliang**: Resigned as Chairman and Executive Director in January 2024 due to retirement - **Xu Zongxiang**: Resigned as Executive Director and President in August 2023 due to retirement - **Huang Weizhong**: Departed as Vice President due to illness[247](index=247&type=chunk) Remuneration of Directors, Supervisors, Senior Management, and Core Technical Personnel (RMB Ten Thousand Yuan) | Personnel Category | Total Remuneration Received at Period-End (RMB Ten Thousand Yuan) | | :--- | :--- | | **All Directors, Supervisors, and Senior Management** | 701.07 | | **Core Technical Personnel** | 891.63 | [Employee Information](index=162&type=section&id=十五.%20員工情況) As of the end of the reporting period, the company had **19,165 employees**, with technical personnel comprising the largest group at **8,573**, and undergraduates accounting for **57.62%** of the total workforce, while the company implemented a performance-linked remuneration system, incentivized R&D and skilled talent, and provided comprehensive training, with an average of over **50 hours** per employee in 2023 Employee Professional Composition | Professional Category | Number of People | | :--- | :--- | | **Production Personnel** | 5,422 | | **Sales Personnel** | 1,135 | | **Technical Personnel** | 8,573 | | **Financial Personnel** | 701 | | **Administrative Personnel** | 1,996 | | **Other** | 1,338 | | **Total** | **19,165** | [Profit Distribution Plan](index=165&type=section&id=十六.%20利潤分配或資本公積金轉增預案) The Board of Directors proposed a 2023 profit distribution plan to distribute a cash dividend of **1.7 yuan** (tax inclusive) per **10 shares** to all shareholders, based on a total share capital of **10,589,819,000 shares**, totaling **1.80 billion yuan**, representing **51.77%** of 2023 net profit attributable to shareholders, pending approval at the general meeting 2023 Profit Distribution Plan | Item | Amount/Ratio | | :--- | :--- | | **Dividend per 10 Shares (Yuan) (Tax Inclusive)** | 1.7 | | **Total Cash Dividend (Yuan) (Tax Inclusive)** | 1,800,269,230 | | **Net Profit Attributable to Shareholders for the Dividend Year (Yuan)** | 3,477,326,647.54 | | **% of Net Profit Attributable to Shareholders** | 51.77 | [Environmental, Social, and Governance](index=175&type=section&id=第六節%20環境、社會責任和其他公司治理) The company actively fulfills its social responsibilities by contributing to society through major rail transit projects, donating funds and materials for charity, participating in rural revitalization with **339,700 yuan** in aid to designated areas, creating **526 jobs**, and safeguarding the legitimate rights of stakeholders while engaging in disaster relief and other public welfare activities [Environmental Information](index=175&type=section&id=二.%20環境信息情況) The company prioritizes environmental protection, investing **16.284 million yuan** in 2023, is not a key polluter, and adheres strictly to environmental regulations, achieving a **1,367-ton** reduction in CO2 emissions through photovoltaic projects and smart upgrades, while actively developing green technologies and promoting sustainable construction practices - In 2023, the company invested **16.284 million yuan** in environmental protection and implemented multiple carbon reduction measures, achieving a **1,367-ton** reduction in carbon dioxide emissions[318](index=318&type=chunk)[329](index=329&type=chunk) Energy and Resource Consumption | Energy Type | Unit | 2023 | 2022 | | :--- | :--- | :--- | :--- | | **Electricity** | MWh | 78,035 | 84,040.2 | | **Natural Gas** | Cubic Meters | 2,094,300 | 2,082,460.0 | | **Water Consumption** | Tons | 886,150 | 887,390 | | **Total Energy Consumption** | Tons of Standard Coal Equivalent | 22,024 | 24,830 | [Social Responsibility Initiatives](index=182&type=section&id=三.%20社會責任工作情況) The company actively fulfills its social responsibilities by contributing to society through major rail transit projects, donating funds and materials for charity, participating in rural revitalization with **339,700 yuan** in aid to designated areas, creating **526 jobs**, and safeguarding the legitimate rights of stakeholders while engaging in disaster relief and other public welfare activities - The company invested **339,700 yuan** in rural revitalization, helping Shaqi County, Henan, create **526 jobs** and sell over **21 million yuan** in agricultural products through industrial and consumption-based poverty alleviation measures[335](index=335&type=chunk)[338](index=338&type=chunk) - The company actively participates in public welfare, promptly organizing efforts for disaster relief and logistical support in response to the '23·7' heavy rainfall disaster in North China and the Anning mountain fire in Yunnan, demonstrating its responsibility as a central state-owned enterprise[348](index=348&type=chunk) [Significant Matters](index=194&type=section&id=第七節%20重要事項) The company's net proceeds from its initial A-share public offering totaled **10.354 billion yuan**, with **5.743 billion yuan** cumulatively invested as of the reporting period, including **653 million yuan** this year, primarily allocated to advanced technology R&D, smart manufacturing bases, informatization, and working capital, though some projects faced delays due to external factors [Fulfillment of Commitments](index=194&type=section&id=一.%20承諾事項履行情況) This section details the company's and its controlling shareholder CRSC Group's commitments made during their initial A-share and H-share public offerings, including profit distribution, avoiding horizontal competition, regulating related-party transactions, and share lock-ups, all of which were strictly fulfilled during the reporting period - The company's controlling shareholder, CRSC Group, committed to avoiding horizontal competition with the company and regulating related-party transactions to ensure fair pricing during its tenure as controlling shareholder[362](index=362&type=chunk)[364](index=364&type=chunk) [Significant Related-Party Transactions](index=206&type=section&id=十二.%20重大關聯交易) The company's significant related-party transactions primarily involve routine operating activities with its controlling shareholder CRSC Group and its subsidiaries, including product procurement and sales, engineering contracting services, and financial services through CRSC Group Finance Company, all conducted at market prices with annual caps and confirmed as fair and reasonable by independent non-executive directors 2023 Key Related-Party Transactions with CRSC Group (RMB Ten Thousand Yuan) | Related-Party Transaction Type | Related-Party Transaction Content | Related-Party Transaction Amount (RMB Ten Thousand Yuan) | Related-Party Transaction Cap (RMB Ten Thousand Yuan) | | :--- | :--- | :--- | :--- | | **Sales of Products** | Sales of raw materials, finished products, etc. | 45.29 | 200.00 | | **Procurement of Products** | Procurement of raw materials, finished products, etc. | 3,375.65 | 7,000.00 | | **Provision of Services** | Provision of engineering construction and related services | 16,097.11 | 45,000.00 | | **Provision of Credit Services** | Provision of credit services | - | 20,000 | [Explanation of Progress in Use of Raised Funds](index=220&type=section&id=十四.%20募集資金使用進展說明) The company's net proceeds from its initial A-share public offering totaled **10.354 billion yuan**, with **5.743 billion yuan** cumulatively invested as of the reporting period, including **653 million yuan** this year, primarily allocated to advanced technology R&D, smart manufacturing bases, informatization, and working capital, though some projects faced delays due to external factors Use of Raised Funds (RMB Yuan) | Project | Adjusted Committed Investment (RMB Yuan) | Cumulative Investment as of Reporting Period (RMB Yuan) | Cumulative Investment Progress (%) | | :--- | :--- | :--- | :--- | | **Advanced & Smart Technology R&D Project** | 4,600,000,000.00 | 2,629,704,855.45 | 57.17 | | **Advanced & Smart Manufacturing Base Project** | 2,500,000,000.00 | 25,350,000.00 | 1.01 | | **Informatization Construction Project** | 300,000,000.00 | 91,663,796.00 | 30.55 | | **Replenishment of Working Capital** | 2,954,342,373.23 | 2,995,934,028.20 | 100.00 | | **Total** | **10,354,342,373.23** | **5,742,652,679.65** | **55.46** | [Share Changes and Shareholder Information](index=228&type=section&id=第八節%20股份變動及股東情況) As of the reporting period, the company had **73,835 common shareholders**, with controlling shareholder China Railway Signal & Communication Corporation Limited holding **62.39%** and HKSCC NOMINEES LIMITED holding **18.58%** among the top ten shareholders, and the State-owned Assets Supervision and Administration Commission of the State Council as the actual controller [Share Capital Changes](index=228&type=section&id=一.%20股本變動情況) During the reporting period, the company's total share capital remained unchanged at **10,589,819,000 shares**, with the primary change being the listing and circulation of **6,604,426,424 restricted shares** held by controlling shareholder CRSC Group on January 30, 2023, resulting in zero restricted shares and a corresponding increase in unrestricted tradable shares - The **6,604,426,424 restricted shares** held by controlling shareholder CRSC Group became tradable on January 30, 2023, converting all company shares into unrestricted tradable shares[419](index=419&type=chunk)[420](index=420&type=chunk)[421](index=421&type=chunk) [Shareholders and Actual Controller Information](index=230&type=section&id=三.%20股東和實際控制人情況) As of the reporting period, the company had **73,835 common shareholders**, with controlling shareholder China Railway Signal & Communication Corporation Limited holding **62.39%** and HKSCC NOMINEES LIMITED holding **18.58%** among the top ten shareholders, and the State-owned Assets Supervision and Administration Commission of the State Council as the actual controller Top Ten Shareholders' Shareholding | Shareholder Name | Shares Held at Period-End | Percentage (%) | | :--- | :--- | :--- | | **China Railway Signal & Communication Corporation Limited** | 6,606,793,424 | 62.39 | | **HKSCC NOMINEES LIMITED** | 1,967,756,950 | 18.58 | | **China Merchants Bank - Huaxia SSE STAR Market 50 ETF** | 215,755,617 | 2.04 | | **Hong Kong Securities Clearing Company Limited** | 158,973,998 | 1.50 | | **Industrial and Commercial Bank of China - E Fund SSE STAR Market 50 ETF** | 72,279,268 | 0.68 | - The company's controlling shareholder is China Railway Signal & Communication Corporation Limited, and its actual controller is the State-owned Assets Supervision and Administration Commission of the State Council[439](index=439&type=chunk)[440](index=440&type=chunk) [Bond-Related Information](index=242&type=section&id=第十節%20債券相關情況) As of the reporting period, the company had one outstanding medium-term note, '21 CRSC MTN001,' with a total issuance of **2.8 billion yuan**, a 3+N year term, and a coupon rate of **3.32%**, having paid **92.96 million yuan** in interest during the period, with **2.5 billion yuan** of the raised funds utilized and **300 million yuan** remaining, consistent with the prospectus [Basic Information on Bonds](index=243&type=section&id=一.%20企業債券、公司債券和非金融企業債務融資工具) As of the reporting period, the company had one outstanding medium-term note, '21 CRSC MTN001,' with a total issuance of **2.8 billion yuan**, a 3+N year term, and a coupon rate of **3.32%**, having paid **92.96 million yuan** in interest during the period, with **2.5 billion yuan** of the raised funds utilized and **300 million yuan** remaining, consistent with the prospectus Basic Information on Outstanding Bonds | Bond Abbreviation | Bond Code | Total Issuance (Yuan) | Bond Balance (Yuan) | Interest Rate (%) | | :--- | :--- | :--- | :--- | :--- | | 21 CRSC MTN001 | 102103265.IB | 2,800,000,000.00 | 2,800,000,000.00 | 3.32 | - During the reporting period, the company timely paid **92.96 million yuan** in interest for '21 CRSC MTN001'[446](index=446&type=chunk) [Financial Report](index=248&type=section&id=第十一節%20財務報告) As of year-end 2023, financial statements show total assets of **118.990 billion yuan**, total liabilities of **70.116 billion yuan**, and an asset-liability ratio of **58.93%**, with 2023 operating revenue of **37.002 billion yuan**, net profit of **4.015 billion yuan**, and net profit attributable to parent company owners of **3.477 billion yuan**, while net cash flow from operating activities remained stable at **2.058 billion yuan** [Audit Report](index=248&type=section&id=一.%20審計報告) ShineWing Certified Public Accountants (Special General Partnership) audited the company's 2023 financial statements and issued a standard unqualified audit opinion, affirming that the financial statements fairly present the company's financial position, operating results, and cash flows in all material respects in accordance with enterprise accounting standards, with key audit matters being 'revenue recognition from construction contracts' and 'impairment of accounts receivable and contract assets' - The auditing firm, ShineWing Certified Public Accountants (Special General Partnership), issued a standard unqualified audit opinion[452](index=452&type=chunk) - Key audit matters include: - **Revenue Recognition from Construction Contracts**: Involves significant judgments and estimates regarding contract revenue, costs, and progress of completion - **Impairment of Accounts Receivable and Contract Assets**: Based on expected credit losses, involving significant judgments and estimates of customer credit risk[454](index=454&type=chunk)[455](index=455&type=chunk) [Financial Statements](index=254&type=section&id=二.%20財務報表) As of year-end 2023, financial statements show total assets of **118.990 billion yuan**, total liabilities of **70.116 billion yuan**, and an asset-liability ratio of **58.93%**, with 2023 operating revenue of **37.002 billion yuan**, net profit of **4.015 billion yuan**, and net profit attributable to parent company owners of **3.477 billion yuan**, while net cash flow from operating activities remained stable at **2.058 billion yuan** Key Items from Consolidated Balance Sheet (December 31, 2023) | Item | Amount (RMB Yuan) | | :--- | :--- | | **Total Current Assets** | 92,509,606,584.01 | | **Total Non-current Assets** | 26,480,881,147.73 | | **Total Assets** | **118,990,487,731.74** | | **Total Current Liabilities** | 66,243,851,377.23 | | **Total Non-current Liabilities** | 3,871,801,324.61 | | **Total Liabilities** | **70,115,652,701.84** | | **Total Equity Attributable to Parent Company Owners** | 46,812,051,906.86 | | **Total Equity** | **48,874,835,029.90** | Key Items from Consolidated Income Statement (2023) | Item | Amount (RMB Yuan) | | :--- | :--- | | **Total Operating Revenue** | 37,087,421,909.11 | | **Total Operating Cost** | 32,520,733,946.25 | | **Total Profit** | 4,690,285,601.76 | | **Net Profit** | 4,014,834,682.22 | | **Net Profit Attributable to Parent Company Shareholders** | 3,477,326,647.54 | Key Items from Consolidated Cash Flow Statement (2023) | Item | Amount (RMB Yuan) | | :--- | :--- | | **Net Cash Flow from Operating Activities** | 2,058,033,862.99 | | **Net Cash Flow from Investing Activities** | -1,822,696,404.60 | | **Net Cash Flow from Financing Activities** | -1,462,450,704.78 | | **Net Increase in Cash and Cash Equivalents** | -1,221,545,735.15 | [Five-Year Financial Overview](index=589&type=section&id=第十二節%20五年期財務概覽) This section presents key consolidated income statement and balance sheet data for the company from 2019 to 2023, showing fluctuating operating revenue with a decrease in 2023 compared to 2022, a rebound in net profit attributable to parent company shareholders after a 2021 low, followed by a slight decline in 2023, while total assets and total shareholder equity consistently grew over the five-year period [Five-Year Financial Overview](index=589&type=section&id=第十二節%20五年期財務概覽) This section presents key consolidated income statement and balance sheet data for the company from 2019 to 2023, showing fluctuating operating revenue with a decrease in 2023 compared to 2022, a rebound in net profit attributable to parent company shareholders after a 2021 low, followed by a slight decline in 2023, while total assets and total shareholder equity consistently grew over the five-year period Five-Year Consolidated Income Statement Overview (RMB Yuan) | Item | 2023 | 2022 | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Operating Revenue** | 37,002,229,438.89 | 40,203,207,773.29 | 38,358,297,108.78 | 40,124,476,710.76 | 41,646,286,792.57 | | **Net Profit Attributable to Parent Company Shareholders** | 3,477,326,647.54 | 3,633,640,258.62 | 3,274,672,689.28 | 3,819,046,319.02 | 3,815,874,901.39 | Five-Year Consolidated Assets and Liabilities Overview (RMB Yuan) | Item | 2023 | 2022 | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | 118,990,487,731.74 | 116,806,544,483.88 | 108,942,588,838.30 | 105,328,082,320.59 | 97,512,591,304.36 | | **Total Liabilities** | 70,115,652,701.84 | 69,528,809,483.31 | 63,571,212,916.84 | 61,030,744,806.19 | 54,787,913,723.34 | | **Total Shareholders' Equity** | 48,874,835,029.90 | 47,277,735,000.57 | 45,371,375,921.46 | 44,297,337,514.40 | 42,724,677,581.02 |

北京市中伦律师事务所 关于中国铁路通信信号股份有限公司 控股股东增持公司股份的 专项核查意见 二〇二四年四月 1.本所及经办律师依据《证券法》《律师事务所从事证券法律业务管理办法》 及《律师事务所证券法律业务执业规则（试行）》等法律、法规和其他规范性文 件及本专项核查意见出具日以前已经发生或存在的事实，严格履行了法定职责， 遵循了勤勉尽责和诚实信用原则，进行了充分的核验查证，保证本专项核查意见 所认定的事实真实、准确、完整，所发表的结论性意见合法、准确，不存在虚假 记载、误导性陈述或者重大遗漏。 北京市中伦律师事务所 关于中国铁路通信信号股份有限公司 控股股东增持公司股份的 专项核查意见 致：中国铁路通信信号股份有限公司 北京市中伦律师事务所（以下简称"本所"）接受中国铁路通信信号股份有 限公司（以下简称"中国通号"或"公司"）的委托，就中国铁路通信信号集团 有限公司（以下简称"通号集团"或"增持人"）增持公司股份（以下简称"本 次增持"）的相关事宜出具本专项核查意见。 本所律师根据《中华人民共和国公司法》、《中华人民共和国证券法》（以下 简称"《证券法》"）及《上市公司收购管理办法》（以下简称"《收购管理办 ...

证 券 2024 年 03 月 27 日 研 究 存量与新增共同驱动，轨交控制系统龙头有望迎 报 来业绩增长 告 —中国通号（688009.SH）公司事件点评报告 买入(维持) 事件 分析师：吕卓阳 S1050523060001 中国通号发布 2023 年年报：2023 年公司实现营业收入 lvzy@cfsc.com.cn 370.02 亿元（同比-7.96%）；归母净利润 34.77 亿元（同比 -4.30%）；扣非归母净利润 32.66 亿元（同比-4.41%）。其 基本数据 中轨道交通控制系统业务收入 292.62 亿元，占总营收 2024-03-27 78.9%。 当前股价（元） 5.48 总市值（亿元） 580 投资要点 总股本（百万股） 10590 流通股本（百万股） 8621 ▌政策落地，加速轨交产业回暖 52周价格范围（元） 4.05-6.71 “十四五”期间我国新增铁路营业里程约 2.37 万公里，铁路 日均成交额（百万元） 179.75 市场总投资额预计达到 3.5 万亿元，同时期，我国将新增城 市场表现 铁运营里程 3000 公里，铁路专用线建设投资总额预计也将达 (%) 中国通号 沪深 ...

Financial Performance - In 2023, the company's operating revenue was approximately CNY 37.00 billion, a decrease of 7.96% compared to CNY 40.20 billion in 2022[21]. - The net profit attributable to shareholders was approximately CNY 3.48 billion, down 4.30% from CNY 3.63 billion in the previous year[21]. - The net cash flow from operating activities was approximately CNY 2.06 billion, a slight decrease of 1.16% compared to CNY 2.08 billion in 2022[21]. - The company's total assets at the end of 2023 were approximately CNY 118.99 billion, an increase of 1.87% from CNY 116.81 billion in 2022[21]. - The net assets attributable to shareholders increased by 3.28% to approximately CNY 46.81 billion from CNY 45.32 billion in 2022[21]. - The basic earnings per share for 2023 was CNY 0.32, a decrease of 3.03% compared to CNY 0.33 in 2022[22]. - The company's operating costs for 2023 were 27.472 billion yuan, a decrease of 10.46% compared to 30.681 billion yuan in the previous year, which is 2.50 percentage points higher than the revenue decline[111]. - The gross profit margin improved by 2.06 percentage points, indicating an optimization in revenue structure[105]. Research and Development - Research and development expenses accounted for 5.51% of operating revenue, an increase of 0.85 percentage points from 4.66% in 2022[22]. - The company achieved a total R&D investment of CNY 2,037,876,598.39, representing an 8.73% increase compared to the previous year[64]. - The proportion of R&D investment to operating revenue increased by 0.85 percentage points to 5.51%[64]. - The company applied for 1,281 invention patents and obtained 667, bringing the total number of invention patents to 5,385[63]. - The company has 4,618 authorized patents in China, including 2,434 invention patents, ensuring protection of core technologies[44]. - The company is actively involved in research and development, with key personnel like Cui Ke leading efforts in innovation[142]. Market Position and Contracts - In 2023, the total amount of new contracts signed by the company reached 73.121 billion RMB, a slight increase of 0.15% compared to 2022, with significant growth in the overseas sector at 45.18%[26]. - The company maintained a market share of over 60% in the high-speed rail weak current system integration sector, securing 11 projects including key upgrades and new constructions[26]. - The company has a backlog of orders amounting to 168.831 billion RMB as of the end of 2023[26]. - The company has been actively involved in international projects, ensuring the safe operation of the Hungary-Serbia railway and promoting the high-quality opening of the Jakarta-Bandung high-speed railway in Indonesia[11]. - The company has successfully signed contracts in overseas markets, including projects in Malawi and Malaysia, leveraging its full industry chain advantages[27]. Technological Advancements - The company completed the development and testing of key equipment for urban rail transit control systems based on domestic chips and operating systems[12]. - The company has developed an intelligent train control system that enables autonomous route selection and protection[12]. - The company has successfully conducted a full-size suspension test for a 1,000 km/h ultra-high-speed maglev train[12]. - The company is conducting research on train control systems aimed at speeds above 400 km/h, targeting both new high-speed rail and upgrades of existing lines[43]. - The company has developed autonomous train operation technology that optimizes resource management and enhances operational efficiency, achieving real-time processing capabilities and precise speed and positioning algorithms[47]. Corporate Governance and Leadership - The company has committed to deepening reforms and improving corporate governance to mitigate development risks[134]. - The governance structure is based on a modern framework with effective checks and balances among the board, supervisors, and senior management[135]. - The company has appointed a new executive director, Lou Qiliang, during the first extraordinary general meeting held on October 27, 2023[138]. - The company reported a significant leadership transition, with Zhang Quan appointed as the executive director since August 2022, bringing extensive experience from China Tower Corporation and other telecommunications roles[144]. - The company has a strong leadership team with extensive experience in the railway and signaling industry, which is expected to drive future growth[143]. Environmental and Sustainability Initiatives - The company invested 16.284 million yuan in environmental protection during the reporting period[191]. - In 2023, the company's carbon dioxide emissions were 68,126 tons, with an emission intensity of 0.0183 tons of CO2 equivalent per 10,000 yuan[198]. - The company reduced energy consumption in 2023, with electricity usage at 78,035 MWh, down from 84,040.2 MWh in 2022[199]. - The company has established a dedicated department for ESG management and reporting, integrating ESG into daily operations[191]. - The company is actively promoting green manufacturing and low-carbon technologies to enhance resource recycling[197]. Future Outlook and Strategic Goals - The company aims to enhance its core competitiveness and accelerate the cultivation of strategic emerging industries in 2024[15]. - The company plans to strengthen its capabilities in the high-speed rail weak current system integration market, expecting the market size in 2024 to be no less than that of 2023[29]. - The company aims to secure contracts for over 800 kilometers of new or extended signal system projects in 2024, despite a lower overall bidding level compared to 2023[30]. - The company is focused on enhancing its project management and risk control capabilities in the engineering general contracting business to improve project quality and contract acquisition[28]. - The company is committed to maintaining high standards of corporate governance and compliance as it navigates leadership transitions[143].

Financial Performance - In 2023, the company's operating revenue was approximately CNY 37.00 billion, a decrease of 7.96% compared to CNY 40.20 billion in 2022[21]. - The net profit attributable to shareholders was approximately CNY 3.48 billion, down 4.30% from CNY 3.63 billion in the previous year[21]. - The net profit after deducting non-recurring gains and losses was approximately CNY 3.27 billion, reflecting a decrease of 4.41% from CNY 3.42 billion in 2022[21]. - The company's total assets at the end of 2023 were approximately CNY 118.99 billion, an increase of 1.87% from CNY 116.81 billion in 2022[21]. - The net assets attributable to shareholders increased to approximately CNY 46.81 billion, representing a growth of 3.28% compared to CNY 45.32 billion in 2022[21]. - The basic earnings per share for 2023 was CNY 0.32, a decrease of 3.03% from CNY 0.33 in 2022[22]. - The R&D expenditure accounted for 5.51% of operating revenue, an increase of 0.85 percentage points from 4.66% in 2022[22]. - The weighted average return on net assets was 7.54%, down 0.63 percentage points from 8.17% in the previous year[22]. - The net cash flow from operating activities was approximately CNY 2.06 billion, a slight decrease of 1.16% from CNY 2.08 billion in 2022[21]. - The company reported a decrease in operating costs by 10.46% to CNY 27.47 billion[134]. - The gross profit margin for the rail transit control system segment was 29.76%, with a slight increase of 1.96 percentage points[135]. - The overseas business revenue decreased by 1.11%, with a gross profit margin of 18.51%[135]. - The total operating cost for 2023 was CNY 27.47 billion, a decrease of 10.46% compared to the previous year, which is 2.50 percentage points lower than the decline in operating revenue[143]. Dividend and Share Capital - The company plans to distribute a cash dividend of RMB 1.7 per 10 shares, totaling RMB 1,800,269,230 based on a total share capital of 10,589,819,000 shares as of December 31, 2023[5]. - As of December 31, 2023, the total issued share capital of the company is RMB 10,589,819,000, divided into 10,589,819,000 shares with a par value of RMB 1.00 each[172]. - The company has not conducted any repurchase, sale, or redemption of its listed securities during the reporting period[173]. Audit and Compliance - The audit report issued by Lixin Certified Public Accountants confirms the financial statements are true, accurate, and complete[4]. - The board of directors guarantees the authenticity and completeness of the annual report content[3]. - The company has implemented internal controls to ensure compliance with applicable laws and regulations[169]. - The company must comply with various laws and regulations, including the Railway Law and the Safety Production Law of the People's Republic of China, which could impact its business operations if violated[169]. - The company has not entered into any non-exempt related party transactions during the reporting period[190]. - The company appointed Lixin Certified Public Accountants as the external auditor for the financial year 2023[194]. Market and Strategic Outlook - The company aims to enhance its core competitiveness and develop new strategic emerging industries in 2024, marking a key year for high-quality development[16]. - The company plans to continue expanding its market presence and invest in new technologies to drive future growth[19]. - The company aims to maintain its market leadership in the railway control systems sector, despite increasing competition from domestic and international players[163]. - The company plans to implement a business strategy focused on six core areas: signal systems, information communication, electrification, engineering contracting, investment operations, and intelligent manufacturing[164]. - The company recognizes the need to strengthen its overall market operational capabilities in response to a more complex competitive landscape[163]. - The company is committed to ensuring the preservation and appreciation of state-owned capital through its operational goals for 2024[165]. Research and Development - The total R&D investment for the year was RMB 2,037,876,598.39, an increase of 8.73% compared to the previous year[84]. - The total investment in R&D projects reached 203,823.58 million, with 48,486.47 million invested in the current period[115]. - The company is actively developing advanced technologies for various rail transit fields, including autonomous train operation and intelligent maintenance systems[116]. - The company has achieved stable operation of the conventional railway control system for over one year, gaining user recognition and demonstrating high reliability and cost-effectiveness[90]. - The company holds over 4,600 registered patents, achieving 100% autonomy in core technologies for train operation control and products[119]. Awards and Recognition - The company received 1 special award and 4 awards for excellence in railway construction, along with over 40 provincial and ministerial quality engineering awards[12]. - The company was recognized as a "Single Champion Demonstration Enterprise" for its rail transit control systems in 2020 and 2021, highlighting its leadership in the industry[74]. - The company has received multiple national science and technology awards, including first-class awards for railway speed-up technology and key safety control systems[71]. Operational Highlights - The company participated in the construction of 349 major railway projects, achieving a total operational mileage of 3,406 kilometers in 2023[12]. - The company successfully completed the field testing of high-speed magnetic levitation trains at 1,000 km/h and developed key technologies for urban rail transit control systems[13]. - The company has established a strong presence in over 40 cities and 170 lines in China's urban rail transit control systems, continuing to lead the market[42]. - The company has developed a multi-standard control system for regional (suburban) railways, completing field tests for the CTCS2+ATO system with a 3-minute automatic return and a 20-second automatic end-switching function[45]. Challenges and Risks - The company faces risks related to unprofitability and significant performance declines, necessitating proactive measures in technology and market strategy[126]. - The international market faces challenges such as varying technical standards and product certifications, which impact the acceptance of Chinese standards abroad[161]. - Domestic competition is intensifying due to a slowdown in railway infrastructure investment, prompting companies to increase their market share in niche segments[162].

证券代码：688009 证券简称：中国通号 公告编号：2024-007 中国铁路通信信号股份有限公司 2023 年度利润分配方案公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 公司拟每 10 股派发现金股利人民币 1.70 元（含税）。公司不送红股， 不进行资本公积转增。 本次利润分配以实施权益分派股权登记日登记的总股本为基数，具体 日期将在权益分派实施公告中明确。 公司拟向全体股东每 10 股派发人民币 1.70 元现金股利（含税），其中内资 股东以人民币支付、H 股股东以港币支付，港币汇率以宣布派发股利之日前 3 个 工作日中国人民银行公布的有关外汇的平均收市价折算。截至 2023 年 12 月 31 日，公司总股本 10,589,819,000 股，以此计算合计拟派发现金红利总额为人民 币 18.00 亿元（含税），占公司 2023 年度归属于上市公司股东净利润的 51.77%。 2023 年度公司不送红股，不进行资本公积转增。 在实施权益分派的股权登记日前公司总股本发生变动的，拟维持每股分配金 ...

中国铁路通信信号股份有限公司 董事会审计与风险管理委员会工作细则 第一章 总 则 第一条 为完善中国铁路通信信号股份有限公司（以下 简称"公司"）董事会的决策程序，充分保护公司和股东的 合法权益，完善公司治理结构，根据《中华人民共和国公司 法》、中国证券监督管理委员会《上市公司治理准则》、《上 市公司独立董事管理办法》、《香港联合交易所有限公司 证券上市规则》（以下简称"《联交所上市规则》"）、《中 国铁路通信信号股份有限公司章程》（以下简称"《公司章 程》"）等有关规定，公司董事会特设立审计与风险管理委 员会，并制定本工作细则。 第二条 审计与风险管理委员会是董事会按照《公司章 程》设立的专门工作机构，主要负责提议公司外部审计机构 的选聘、更换；公司内部审计的监督；公司内外部审计的沟 通、监督和核查；财务信息及其披露的审阅；风险管理及内 部制度的审查；公司风险管理策略和解决方案的审查；重大 决策、重大事件、重要业务流程的风险控制、管理、监督和 评估等工作。 第四条 审计与风险管理委员会设主任一名，由独立非 执行董事中的会计专业人士担任，负责主持委员会工作。主 任由公司董事长提名，并经董事会任命。主任的主要职 ...