经与会董事表决，会议审议通过如下决议： 审议通过《关于出售境外全资子公司 100%股权的议案》 证券代码：600654 证券简称：中安科 公告编号：2025-075 中安科股份有限公司 第十二届董事会第七次会议决议公告 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。 一、董事会会议召开情况 中安科股份有限公司（以下简称"公司"）第十二届董事会第七次会议于 2025 年 11 月 26 日以现场结合通讯表决方式召开。本次会议应到董事 9 人，实 到董事 9 人。本次会议由董事长吴博文先生主持，本次会议的召集、召开及表决 程序符合《公司法》和《公司章程》的规定。 二、董事会会议审议情况 具 体 内 容 详 见 公 司 2025 年 11 月 27 日 在 上 海 证 券 交 易 所 网 站 （www.sse.com.cn）披露的《关于出售全资子公司股权的公告》（公告编号： 2025-076）。 表决情况：9 票同意，0 票反对，0 票弃权。 特此公告。 中安科股份有限公司 董事会 二〇二五年十一月二十七日 ...

Core Viewpoint - The company, Zhong An Ke, is facing significant operational pressures due to both internal and external factors influenced by the international environment, leading to major uncertainties in its future development [1] Group 1: Company Actions - The company has decided to implement a strategic plan to optimize its business development structure in light of current international circumstances and its long-term strategic needs [1] - On November 26, 2025, the company's board approved a proposal to sell 100% equity of its wholly-owned subsidiary, Guardforce Investment Holdings Pty Ltd, to a buyer company, with Jonathan Si Ang TJIA providing a guarantee for the transaction [1] - The transaction involves a share price of AUD 16.8 million, and upon completion, the company will no longer hold equity in the Australian security group, which will be excluded from the company's consolidated financial statements [1]

Core Viewpoint - The company announced the sale of its wholly-owned subsidiary Guardforce Investment Holdings Pty Ltd's entire equity in 34 companies to Gilmore Investment Holdings Limited for a total consideration of 16.8 million AUD [1] Group 1 - The subsidiaries being sold include Guardforce Property Holdings Pty Limited, Video Alarm Technologies Pty Ltd, Lawmate Australia Pty Ltd, Lawmate Pty Ltd, and Securecorp Pty Limited [1] - The transaction involves a total of 34 companies under the subsidiary [1]

Core Viewpoint - Zhong An Ke's stock price has shown volatility, with a year-to-date increase of 20.12% but a recent decline of 5.60% over the past five trading days, indicating potential market fluctuations and investor sentiment changes [1] Financial Performance - For the period from January to September 2025, Zhong An Ke achieved a revenue of 2.365 billion yuan, representing a year-on-year growth of 15.84% [2] - The net profit attributable to shareholders for the same period was 198 million yuan, showing a significant year-on-year increase of 1748.16% [2] Shareholder Information - As of September 30, 2025, Zhong An Ke had 116,900 shareholders, an increase of 0.56% from the previous period [2] - The average number of circulating shares per shareholder was 19,815, a slight decrease of 0.33% [2] Stock Market Activity - Zhong An Ke's stock experienced a net outflow of 20.2162 million yuan from main funds, with significant selling pressure observed [1] - The company has appeared on the "Dragon and Tiger List" once this year, with the most recent appearance on August 6, where it recorded a net buy of -11.6165 million yuan [1] Business Segmentation - The company's main business segments include security operation services (66.03% of revenue), smart city system integration (27.76%), security intelligent product manufacturing (5.88%), leasing (0.31%), and others (0.02%) [2] - Zhong An Ke operates within the software development industry, specifically in vertical application software [2]

Core Viewpoint - Zhong An Ke's stock price has shown significant growth this year, with a year-to-date increase of 33.75% and a recent surge of 11.34% over the past five trading days [1] Financial Performance - For the period from January to September 2025, Zhong An Ke achieved a revenue of 2.365 billion yuan, representing a year-on-year growth of 15.84% [2] - The net profit attributable to shareholders for the same period was 198 million yuan, reflecting a substantial year-on-year increase of 1748.16% [2] Stock Market Activity - As of November 17, Zhong An Ke's stock was trading at 4.32 yuan per share, with a total market capitalization of 12.426 billion yuan [1] - The stock has seen a trading volume of 403 million yuan on the same day, with a turnover rate of 4.12% [1] - The company has appeared on the "龙虎榜" (a list of stocks with significant trading activity) once this year, with the last appearance on August 6, where it recorded a net buy of -11.6165 million yuan [1] Shareholder Information - As of September 30, 2025, Zhong An Ke had 116,900 shareholders, an increase of 0.56% from the previous period [2] - The average number of circulating shares per shareholder was 19,815, which decreased by 0.33% compared to the previous period [2] Business Overview - Zhong An Ke, established on December 31, 1991, is primarily engaged in security system integration, security operation services, and IoT product manufacturing [2] - The revenue composition of the company includes 66.03% from security operation services, 27.76% from smart city system integration, 5.88% from security intelligent product manufacturing, and minor contributions from leasing and other services [2]

Core Viewpoint - Zhong An Ke's stock price has shown a significant increase this year, with a year-to-date rise of 16.41%, while recent trading activity indicates a mixed sentiment among investors [1][2]. Financial Performance - For the period from January to September 2025, Zhong An Ke achieved a revenue of 2.365 billion yuan, representing a year-on-year growth of 15.84%. The net profit attributable to shareholders reached 198 million yuan, marking a substantial increase of 1748.16% [2]. - The company has cumulatively distributed 351 million yuan in dividends since its A-share listing, with no dividends paid in the last three years [3]. Stock Market Activity - As of November 6, Zhong An Ke's stock price was 3.76 yuan per share, with a trading volume of 150 million yuan and a turnover rate of 1.71%. The total market capitalization stood at 10.815 billion yuan [1]. - The stock has appeared on the "Dragon and Tiger List" once this year, with the most recent appearance on August 6, where it recorded a net buy of -11.6165 million yuan [1]. Shareholder Information - As of September 30, 2025, Zhong An Ke had 116,900 shareholders, an increase of 0.56% from the previous period. The average number of circulating shares per person was 19,815, a slight decrease of 0.33% [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited held 13.9336 million shares, a decrease of 706,100 shares compared to the previous period [3]. Business Segments - Zhong An Ke's main business segments include security operation services (66.03% of revenue), smart city system integration (27.76%), security intelligent product manufacturing (5.88%), leasing (0.31%), and others (0.02%) [2]. - The company operates within the software development industry, specifically in vertical application software, and is associated with concepts such as low-priced stocks, the Belt and Road Initiative, domestic software, and smart cities [2].

Core Viewpoint - Zhong An Ke is a significant player in the domestic security industry, focusing on security system integration, operational services, and IoT product manufacturing, with certain technological and service advantages [1] Group 1: Business Performance - As of Q3 2025, Zhong An Ke's revenue reached 2.365 billion, ranking 14th among 102 companies in the industry, while the industry leader, Shanghai Steel Union, reported revenue of 57.318 billion [2] - The net profit for the same period was 198 million, placing Zhong An Ke 9th in the industry, with the top performer, Desay SV, achieving a net profit of 1.805 billion [2] Group 2: Financial Ratios - The asset-liability ratio for Zhong An Ke in Q3 2025 was 52.78%, down from 54.41% year-on-year, but still above the industry average of 31.94% [3] - The gross profit margin for Zhong An Ke was 14.90% in Q3 2025, a decrease from 15.92% year-on-year, and significantly lower than the industry average of 41.71% [3] Group 3: Executive Compensation - The chairman, Wu Bowen, received a salary of 2.716 million in 2024, an increase of 1.9136 million from 2023 [4] - The president, Cha Lei, earned 903,000 in 2024, a slight increase from 902,400 in 2023 [4] Group 4: Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 0.56% to 116,900, while the average number of circulating A-shares held per shareholder decreased by 0.33% to 19,800 [5] - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited ranked seventh, holding 13.9336 million shares, a decrease of 706,100 shares from the previous period [5]

Core Viewpoint - The A-share market shows a mixed performance with the Shanghai Composite Index at 3966.25 points, slightly down by 0.52%, while a total trading volume of 1,158.735 billion yuan has been recorded, indicating active market participation [1]. Group 1: Market Performance - The Shanghai Composite Index is currently above the annual line, reflecting a stable market condition despite a minor decline [1]. - A total of 129 A-shares have surpassed the annual line today, indicating a positive trend for many stocks [1]. Group 2: Individual Stock Performance - Notable stocks with significant deviation rates above the annual line include: - Zhong An Ke (600654) with a deviation rate of 7.81% and a daily increase of 9.88% [1]. - Ba Fang Shares (603489) with a deviation rate of 7.55% and a daily increase of 9.99% [1]. - Zejing Pharmaceutical (688266) with a deviation rate of 6.52% and a daily increase of 9.76% [1]. - Stocks with smaller deviation rates that have just crossed the annual line include ST Xiangxue, Keli'er, and Nanda Environment, indicating a cautious recovery [1].

Financial Performance - The company's operating revenue for the third quarter reached ¥811,304,192.58, an increase of 11.50% compared to the same period last year[5] - The total profit for the period was ¥197,767,667.24, with a year-to-date profit of ¥214,015,450.26, reflecting a significant increase of 1,030.01% year-on-year[5] - The net profit attributable to shareholders was ¥195,043,244.56 for the quarter, with a year-to-date net profit of ¥197,558,610.85, showing a year-on-year increase of 1,748.16%[5] - The basic earnings per share for the quarter was ¥0.0692, with a diluted earnings per share of ¥0.0692, reflecting an increase of 1,741.55% year-to-date[6] - The weighted average return on equity increased to 14.84%, up 1,711.37 percentage points compared to the previous year[6] - The total profit from the beginning of the year to the reporting period reached 1,030.01 million, driven by significant growth in main business revenue and improved operational performance in both overseas security operations and domestic product manufacturing[11] - The basic earnings per share for the year-to-date period was 1,741.55, reflecting the company's efforts to expand market operations and enhance service quality[11] - The diluted earnings per share for the year-to-date period was 1,789.64, supported by increased net profits from overseas security operations and domestic manufacturing[11] - The weighted average return on net assets for the year-to-date period was 1,711.37, influenced by debt restructuring gains and reduced amortization expenses from the stock incentive plan[11] Assets and Liabilities - Total assets at the end of the quarter were ¥3,657,099,259.46, a decrease of 3.27% from the end of the previous year[6] - The equity attributable to shareholders increased to ¥1,726,948,811.71, representing a growth of 4.18% compared to the end of the previous year[6] - Total assets as of September 30, 2025, were ¥3,657,099,259.46, a decrease from ¥3,780,703,469.85 at the end of 2024, representing a decline of approximately 3.3%[19] - Total liabilities as of September 30, 2025, were ¥1,930,150,447.75, down from ¥2,123,050,068.78 at the end of 2024, indicating a reduction of about 9.1%[19] Cash Flow - The cash flow from operating activities for the current reporting period decreased due to cash payments made for temporary custody of clients' funds in overseas security operations[11] - Cash and cash equivalents as of September 30, 2025, were ¥559,196,036.47, down from ¥759,387,883.28 at the end of 2024, a decrease of approximately 26.3%[18] - Cash inflows from operating activities for the first three quarters of 2025 amount to CNY 2,645,523,177.17, compared to CNY 2,478,334,952.28 in 2024, showing an increase of approximately 6.75%[26] - The net cash flow from operating activities is negative at CNY -18,694,561.73, an improvement from CNY -129,343,903.63 in the same period last year[26] - The net cash flow from investing activities is CNY -84,814,003.23, compared to CNY -677,519.54 in the previous year, indicating increased investment outflows[27] - The net cash flow from financing activities is CNY -37,385,733.66, a decrease from CNY 76,540,962.13 in 2024, suggesting reduced financing activities[27] - The cash and cash equivalents at the end of the period stand at CNY 307,385,727.76, down from CNY 328,050,460.60 in the previous year[27] - The company received CNY 249,345,762.53 in cash from borrowings during the first three quarters of 2025, compared to CNY 8,425,821.17 in 2024, indicating increased reliance on debt financing[27] Non-Recurring Items - Non-recurring gains and losses for the period amounted to ¥198,490,836.43, with significant contributions from government subsidies and asset disposal gains[9] - The company recognized a one-time gain of ¥197,389,518.01 from debt restructuring activities during the reporting period[9] - The company received a VAT refund of ¥561,900.91 related to software products, which is closely tied to its normal business operations[10] - The net profit attributable to shareholders for the current reporting period increased due to a reduction in stock incentive plan amortization expenses compared to the previous year and an increase in debt restructuring gains from active debt resolution efforts[11] Shareholder Information - The top shareholder, Wuhan Rongjing Industrial Investment Co., Ltd., holds 432,800,000 shares, accounting for 15.04% of the total shares[14] - Shenzhen Zhongheng Huizhi Investment Co., Ltd. holds 316,310,464 shares, representing 10.99% of the total shares, with all shares frozen[14] Research and Development - Research and development expenses for the first three quarters of 2025 were ¥49,474,347.64, a decrease from ¥56,523,877.14 in 2024, reflecting a reduction of approximately 12.4%[23] Comprehensive Income - The total comprehensive income for the first three quarters of 2025 is CNY 205,597,334.59, up from CNY 14,098,448.59 in 2024, indicating strong growth[24]

Core Viewpoint - The announcement details the restrictions on the exercise period for stock options under the company's 2023 stock option and restricted stock incentive plan, specifically highlighting the upcoming limitation on exercising stock options during a specified period [1][2]. Summary by Sections Incentive Plan Details - The second exercise period for the stock options granted under the incentive plan is valid from April 17, 2025, to April 16, 2026, with the exercise days required to be trading days [1]. - The restriction on the exercise period is set from October 26, 2025, to October 30, 2025, during which all incentive objects will be restricted from exercising their stock options [1]. Compliance and Procedures - The company will apply to the Shanghai branch of China Securities Depository and Clearing Corporation Limited for the necessary procedures related to the restriction on exercising stock options in accordance with relevant regulations [1].