证券代码：600654 证券简称：中安科 公告编号：2025-072 二〇二五年十月十一日 2022 年 12 月 23 日，中安科股份有限公司（以下简称"中安科"或"公司"） 在指定信息披露媒体发布了《关于重整计划执行完毕的公告》（公告编号： 2022-092），公司收到湖北省武汉市中级人民法院送达的【（2022）鄂 01 破 26 号之二】《民事裁定书》，裁定确认《中安科股份有限公司重整计划》（以下简 称"《重整计划》"）执行完毕。 目前，公司已赔偿虚假陈述案件投资者损失共计 86,579.51 万元。公司于 2025 年 9 月 23 日在指定信息披露媒体发布了《关于诉讼进展的公告》（公告编号： 2025-069），公司和招商证券股份有限公司经双方协商互相撤回起诉。2025 年 9 月 30 日，公司收到中安科股份有限公司管理人的通知，结合前述情况对债权申 报列表进行了调整。根据企业会计准则的规定，公司在虚假陈述案件中针对投资 者预提的 3,014.24 万元现金和 5,858.79 万股股票偿债资源将予以转回，预计将 增加公司 2025 年年度非经常性利润 19,711.79 万元（具体会计处理以及对 ...

Core Points - The company announced the results of the stock option and restricted stock incentive plan for the third quarter of 2025, with a total of 712,541 shares exercised, representing 37.11% of the total options available for the second exercise period [2][17] - The shares obtained through the exercise will be listed for trading on the second trading day after the exercise date [2][17] Group 1: Incentive Plan Overview - The incentive plan was approved by the board on March 17, 2023, and included stock options and restricted stocks for 148 eligible participants, with a total of 65.5 million stock options and restricted stocks granted [3][5] - The stock options were granted at a price of 2.00 CNY per share, while the restricted stocks were granted at 1.25 CNY per share [5] Group 2: Exercise and Registration Details - As of the third quarter of 2025, the total number of shares exercised under the incentive plan reached 712,541 shares, with the exercise conducted by 26 participants [17][18] - The total funds raised from this exercise amounted to 1,425,082 CNY, which will be used to supplement the company's working capital [18] Group 3: Impact on Financials - The exercise of these options is not expected to have a significant impact on the company's financial condition or operating results [19]

关于 2023 年股票期权与限制性股票激励计划 2025 年 第三季度自主行权结果暨股份变动公告 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、准确性和完整性承担法律责任。 重要内容提示： 证券代码：600654 证券简称：中安科 公告编号：2025-071 中安科股份有限公司 2、2023 年 3 月 18 日，公司对激励对象的姓名和职务进行了公示，公示期 本次行权股票数量：2025 年第三季度，中安科股份有限公司（以下简称 "公司"）《2023 年股票期权与限制性股票激励计划》（以下简称"本激励 计划""激励计划"）首次授予股票期权第二个行权期行权且完成股份登记 的期权数量合计为 712,541 股，占第二个行权期可行权股票期权总数的 37.11%。 本次行权股票上市流通时间：采用自主行权模式，激励对象行权所得股 票于行权日（T 日）后的第二个交易日（T+2）日上市交易。 一、本激励计划已履行的决策程序及相关信息披露 1、2023 年 3 月 17 日，公司召开第十一届董事会第六次会议审议通过了《关 于<公司 2023 年股票期权与限制性股票激励计划 ...

证券代码：600654 证券简称：中安科 公告编号：2025-070 中安科股份有限公司 关于控股股东所持部分公司股份被司法拍卖的结果公告 本次拍卖最终成交以广东省深圳市中级人民法院（以下简称"深圳中院"） 出具的拍卖成交裁定为准，后续还涉及竞买人缴纳拍卖余款、法院执行法定程序、 股权变更过户等环节，其最终结果仍存在一定的不确定性。 2025 年 7 月 23 日，公司在指定信息披露媒体发布了《关于控股股东所 持部分公司股份被司法拍卖的结果公告》（公告编号：2025-059），杭州公望润 盈投资合伙企业（有限合伙）于 2025 年 7 月 22 日成功竞买了中恒汇志持有公司 的 6,100 万股限售流通股份，截至本公告披露日该部分限售流通股份尚未完成过 户。 若竞买人完成本次司法拍卖后续股份变更过户相关手续，控股股东中恒 汇志持有公司股份总数将从 316,310,464 股下降至 272,966,251 股，占公司总股 本的比例将从 10.99%下降至 9.49%；若上述 2 起司法拍卖完成后续股份变更过户 相关手续，控股股东中恒汇志持有公司股份总数将下降至 211,966,251 股，占公 司总股本的比例将 ...

Core Viewpoint - The legal dispute between Zhong An Ke and the leading brokerage firm, China Merchants Securities, has concluded with both parties withdrawing their lawsuits, raising questions about the responsibilities of intermediary institutions in financial transactions [2][9]. Group 1: Background of the Dispute - Zhong An Ke, formerly known as Fei Le Co., initiated a major asset restructuring in 2013, planning to acquire 100% of Zhong An Xiao Technology for a transaction value of 28.59 billion yuan [7]. - The restructuring involved violations, as Zhong An Xiao Technology included a project in its profit forecast that could not be fulfilled due to policy changes, leading to inflated asset valuations [7]. - The China Securities Regulatory Commission (CSRC) investigated and penalized Zhong An Ke in 2019 for misleading statements, while China Merchants Securities was also fined for failing to perform due diligence [7][8]. Group 2: Legal Proceedings - In October 2024, Zhong An Ke filed a lawsuit against China Merchants Securities, claiming 1.5 billion yuan in damages due to professional judgment errors [8]. - China Merchants Securities counter-sued for 287 million yuan, seeking to recover payments made to investors due to its liability in the case [8]. - The legal battle, which lasted nearly a year, ended with both parties agreeing to withdraw their lawsuits and settle the matter amicably [9][10]. Group 3: Market Implications - The resolution of the dispute has sparked discussions about the boundaries of the "gatekeeper" responsibilities of intermediary institutions, emphasizing the need for substantial judgment on project authenticity [9][11]. - Zhong An Ke's financial performance has been under pressure, with a reported net profit of only 2 million yuan in 2024, a decline of 77.76% year-on-year [11]. - The withdrawal of lawsuits allows both parties to avoid further legal exposure, particularly for China Merchants Securities, which may have faced additional risks had the case proceeded [11].

证券代码：600654 证券简称：中安科 公告编号：2025-069 重要内容提示： 一、诉讼的基本情况 2024 年 10 月 12 日，公司在指定信息披露媒体发布了《关于提起诉讼的公 告》（公告编号：2024-084），公司就与招商证券服务合同纠纷，向上海金融法 院提起诉讼。 2024 年 11 月 19 日，公司在指定信息披露媒体发布了《关于涉及诉讼的公 告》（公告编号：2024-102），公司收到上海金融法院送达的《应诉通知书》及 相关起诉材料，招商证券因与公司、中安消及其他方追偿权纠纷，向法院提起诉 讼。 二、诉讼进展情况 经双方协商，就上述两起诉讼事项达成如下约定：（1）双方同意向上海金 中安科股份有限公司 关于诉讼进展的公告 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、准确性和完整性承担法律责任。 案件所处的诉讼阶段：中安科股份有限公司（以下简称"公司"）撤回对招 商证券股份有限公司（以下简称"招商证券"）的起诉，招商证券撤回对公 司、中安消技术有限公司（以下简称"中安消"）的起诉，并收到法院裁定。 上市公司所处的当事人地位：本次诉讼涉及 ...

Company Overview - Zhong An Ke Co., Ltd. is located in Wuhan, Hubei Province, and was established on December 31, 1991, with its listing date on December 19, 1990. The company specializes in security system integration, security operation services, and IoT product manufacturing [2] - The main business revenue composition includes: 66.03% from security operation services, 27.76% from smart city system integration, 5.88% from security intelligent product manufacturing, 0.31% from leasing, and 0.02% from other sources [2] - As of June 30, the number of shareholders is 116,200, a decrease of 8.66% from the previous period, with an average of 19,881 circulating shares per person, an increase of 10.01% [2] Financial Performance - For the first half of 2025, Zhong An Ke achieved operating revenue of 1.554 billion yuan, representing a year-on-year growth of 18.24%. However, the net profit attributable to the parent company was 2.5154 million yuan, a significant decrease of 89.98% year-on-year [2] - The company has cumulatively distributed 351 million yuan in dividends since its A-share listing, with no dividends distributed in the past three years [3] Stock Performance - On September 11, Zhong An Ke's stock price increased by 2.07%, reaching 3.45 yuan per share, with a trading volume of 141 million yuan and a turnover rate of 1.79%, resulting in a total market capitalization of 9.924 billion yuan [1] - Year-to-date, the stock price has risen by 6.81%, with a 2.07% increase over the last five trading days, a 4.23% increase over the last 20 days, and a 23.66% increase over the last 60 days [1] - The company has appeared on the "Dragon and Tiger List" once this year, with the most recent appearance on August 6, where the net buying amount was -11.6165 million yuan, with total buying of 74.092 million yuan (15.28% of total trading volume) and total selling of 85.7085 million yuan (17.68% of total trading volume) [1] Institutional Holdings - As of June 30, 2025, Hong Kong Central Clearing Limited is the seventh-largest circulating shareholder, holding 14.6396 million shares, an increase of 3.5104 million shares from the previous period [3]

Core Viewpoint - Zhong An Ke (600654) reported mixed financial results for the first half of 2025, with significant revenue growth but a drastic decline in net profit, raising concerns about its financial health and operational efficiency [1][2]. Financial Performance - Total revenue for the first half of 2025 reached 1.554 billion yuan, an increase of 18.24% year-on-year [1]. - Net profit attributable to shareholders was 2.5154 million yuan, a decrease of 89.97% compared to the previous year [1]. - In Q2 2025, total revenue was 808 million yuan, up 14.98% year-on-year, while net profit was -6.0659 million yuan, down 214.44% [1]. Profitability Metrics - Gross margin stood at 15.38%, down 3.48% year-on-year [1]. - Net margin was only 0.16%, reflecting a significant decline of 91.53% [1]. - The company's return on invested capital (ROIC) was 2.11%, indicating weak capital returns [2]. Cost and Expense Analysis - Total selling, administrative, and financial expenses amounted to 203 million yuan, accounting for 13.05% of revenue, a decrease of 17.09% year-on-year [1]. - The company has a high accounts receivable ratio, with accounts receivable reaching 3064.89% of net profit [1][2]. Cash Flow and Financial Health - Cash flow from operations per share was -0.0 yuan, a decrease of 108.47% year-on-year [1]. - The company's cash and cash equivalents decreased by 9.79% to 614 million yuan [1]. - The ratio of cash to current liabilities was only 62.71%, indicating potential liquidity issues [2]. Historical Performance - The company has reported a median ROIC of 0.76% over the past decade, with six years of losses since its IPO [1][2].

Core Viewpoint - The company reported a revenue increase of 18.24% in the first half of 2025, but a significant decline of 89.98% in net profit attributable to shareholders, primarily due to reduced debt restructuring gains [3][5]. Financial Performance - Revenue for the first half of 2025 reached 1,553,902,716.1 yuan, compared to 1,314,166,541.9 yuan in the same period last year, marking an increase of 18.24% [3][5]. - Net profit attributable to shareholders was 2,515,366.29 yuan, down from 25,091,004.21 yuan year-on-year, reflecting a decrease of 89.98% [3][5]. - The net profit after excluding non-recurring gains was 3,878,828.83 yuan, a significant improvement from a loss of 12,920,665.72 yuan in the previous year [3][5]. - Total assets as of the end of the first half were 3,714,476,165.92 yuan, a slight increase of 1.75% year-on-year [4][5]. - Net assets attributable to shareholders were 1,687,739,831.21 yuan, up 1.82% from the previous year [4][5]. Business Segments - The overseas security operations generated revenue of 1,002 million yuan, an increase of 11.83%, driven by the recovery of international travel and cross-border business activities [6]. - The Hong Kong subsidiary saw a revenue increase of 40.27% and a net profit increase of 82.15% [6]. - The domestic smart city system integration and intelligent manufacturing business achieved revenue of 547 million yuan, up 31.49% year-on-year [6]. - The intelligent manufacturing segment reported a significant revenue increase of 59.50%, reaching 94.52 million yuan [6].

Core Viewpoint - The company has released its 2025 semi-annual report, which includes financial data and the status of fundraising activities, ensuring compliance with regulatory requirements [1][4][11]. Company Overview - The company is identified as 中安科 (Zhong An Ke), with the stock code 600654 [1]. - The report emphasizes the importance of reviewing the full semi-annual report for a comprehensive understanding of the company's performance and future plans [1]. Financial Data - The company raised a total of approximately RMB 952.99 million through a non-public offering of 131,994,459 shares at an issue price of RMB 7.22 per share [11]. - After deducting issuance costs of about RMB 19.06 million, the net proceeds amounted to approximately RMB 933.94 million [11]. - As of June 30, 2025, the company had invested approximately RMB 902.66 million of the raised funds, with a remaining balance of RMB 59,951.80 [12]. Board Meeting - The 12th Board of Directors held its fifth meeting on August 29, 2025, with all nine directors present, and the meeting adhered to legal and procedural requirements [3][6]. - The board approved the semi-annual report and the special report on the use of raised funds, confirming that these documents had been reviewed by the audit committee prior to the meeting [4][7]. Fundraising Management - The company has established a management framework for the raised funds, ensuring compliance with relevant laws and regulations [13]. - A four-party supervision agreement was signed with banks to manage the raised funds, ensuring proper oversight [14]. Fund Usage - No funds were used to replace pre-invested capital in the first half of 2025, and there were no investments made with idle funds during this period [16][18]. - The company had previously approved the temporary use of RMB 37 million of idle funds to supplement working capital, but due to account freezes, the funds were not returned as scheduled [17][21]. Issues and Compliance - The company has been actively addressing issues related to the temporary use of idle funds and is exploring solutions to resolve historical problems and related litigation [21]. - The company asserts that all disclosed information regarding the use of raised funds is timely, truthful, accurate, and complete, with no violations of regulatory requirements [21].