中电科数字技术股份有限公司 2025 年第二次临时股东大会 会议资料 二〇二五年九月二日 中电科数字技术股份有限公司 2025 年第二次临时股东大会会议资料 目 录 | 中电科数字技术股份有限公司 | 2025 | 年第二次临时股东大会须知 | 3 | | --- | --- | --- | --- | | 中电科数字技术股份有限公司 | 2025 | 年第二次临时股东大会会议议程 | 4 | | 议案一： | 关于变更公司经营范围及修订《公司章程》的议案 | | 5 | | 议案二： 关于修订公司部分治理制度的议案 | | | 49 | | 议案三： 2025 年半年度利润分配预案 | | | 50 | 2 中电科数字技术股份有限公司 2025 年第二次临时股东大会会议资料 中电科数字技术股份有限公司 2025 年第二次临时股东大会须知 根据《公司法》、《上市公司股东会规则》及《公司章程》的有关规定，为确 保股东大会的正常秩序和议事效率，保证大会顺利进行，特制定须知如下： 一、董事会以维护股东的合法权益、确保大会正常秩序和议事效率为原则， 认真履行《公司法》、《上市公司股东会规则》等有关法律、行政法规、部门 ...

融券方面，当日融券卖出1100.0股，融券偿还8600.0股，融券净买入7500.0股，融券余量7.47万股。 证券之星消息，8月21日，电科数字（600850）融资买入5770.67万元，融资偿还5439.71万元，融资净买 入330.96万元，融资余额8.19亿元，近3个交易日已连续净买入累计1672.79万元。 | 交易日 | 融资净买入(元) | 融资余额(元) | 占流通市值比 | | --- | --- | --- | --- | | 2025-08-21 | 330.96万 | 26618 | 5.02% | | 2025-08-20 | 653.25万 | 8.16亿 | 5.01% | | 2025-08-19 | 688.57万 | 8.09亿 | 5.00% | | 2025-08-18 | 3610.70万 | 8.02亿 | 4.91% | | 2025-08-15 | 2300.55万 | 7.66亿 | 4.74% | 以上内容为证券之星据公开信息整理，由AI算法生成（网信算备310104345710301240019号），不构成 投资建议。 | 交易日 | 两融余额(元) | ...

Group 1 - The core viewpoint of the news is that the private equity firm Shengquan Hengyuan has conducted research on a listed company, focusing on its AI technology applications in smart manufacturing and the growth of orders and payment capabilities [1] - The company, Electric Science and Technology Digital, is experiencing rapid growth in AI products, with expectations for improved gross margins and a positive outlook for overseas markets in the second half of the year [1] - The research highlights significant order growth in high-end manufacturing equipment and civil aviation sectors, as well as successful market expansion in satellite communication and low-altitude economy [1] Group 2 - Shengquan Hengyuan Investment Co., Ltd. is a professional platform engaged in private equity securities investment, established in December 2012 and officially formed in July 2014 [2] - The company has a team of nearly 40 employees, all of whom have strong educational backgrounds and professional experience, with the core investment research team specializing in investment management, strategy research, quantitative trading, and platform construction [2] - The firm emphasizes a forward-looking layout, value investment, and scientific risk control, achieving impressive investment performance since its inception, with an average annual return significantly exceeding benchmark performance [2]

根据市场公开信息及8月19日披露的机构调研信息，知名私募航长投资近期对2家上市公司进行了调研， 相关名单如下： 1）电科数字 （广州市航长投资管理有限公司参与公司业绩说明会） 调研纪要：公司AI技术应用于智能制造，订单增长，支付能力改善，信创产业从技术替代迈向生态重 构，AI产品增长迅速，毛利率有望提升，海外市场下半年预期较好，柏飞电子订单增长，毛利率有望 改善，高端制造装备和民用航空领域订单快速增长，卫星通信和低空经济领域市场拓展成效显著。 2）水晶光电 （广州航长投资参与公司投资者交流会&线上投资者交流会活动） 调研纪要：水晶光电在十五五战略规划中强调前瞻性布局和风险防控，聘请全球顶尖咨询公司设计框 架，内部组建专项小组推进。公司与大客户合作深化，从OEM向ODM进化，涵盖成熟量产、量产爬 坡、新产品导入及开发早期阶段。管理层调整为代际传承的第一阶段，目标是全球化、专业化、年轻化 的团队建设。林敏先生卸任董事长，但未完全退出，将专注于全球化布局、代际传承及战略项目推动。 李夏云负责具体工作设计及落地，林敏把控大方向及战略规划，两人协同推进公司全局性工作。新加坡 运营总部和越南基地建设稳步推进，越南二期基地 ...

Summary of Conference Call Notes Company and Industry Overview - The conference call primarily discusses **博汇电子 (Bohui Electronics)** and its advancements in the **digital application** and **high-end electronic equipment** sectors, particularly focusing on AI technology and digital transformation initiatives [2][4][8]. Key Points and Arguments 1. **AI Engineering and Digital Platforms**: - The company is developing an intelligent system comprising three platforms: **智一计算平台 (Zhi Yi Computing Platform)**, **智艺智书平台 (Zhi Yi Smart Book Platform)**, and **智艺元系平台 (Zhi Yi Meta System)**, expected to generate revenue by the first half of 2025 [2][4]. 2. **Order Growth**: - In the first half of 2025, the company secured new orders worth **4.2 billion yuan**, marking a **57% year-on-year increase**, driven by a recovery in the traditional electrical equipment industry and accelerated project deliveries, particularly in the semiconductor manufacturing sector [2][9]. 3. **Specialized Electronic Equipment**: - The company has completed several projects in specialized electronic equipment, including embedded computing for new aircraft, ships, and submarines, and has won a bid for a large database customization project, indicating potential for more orders [2][10]. 4. **Semiconductor Manufacturing Expansion**: - Focused on high-end equipment control modules, the company has expanded into motion control applications, resulting in significant contract order growth in the semiconductor manufacturing sector [2][11]. 5. **AI Product Development**: - The company is optimistic about AI products, including intelligent systems and edge computing products, which are expected to see high growth rates. AI solutions are anticipated to improve gross margins compared to traditional business lines [5][17][20]. 6. **Data Governance Tools**: - Emphasis on data governance tools such as data engines, IoT platforms, and digital twin engines, which are being widely applied across various industry projects [6][7]. 7. **Industry Collaboration**: - The company collaborates with major partners like **华为 (Huawei)** and **海光 (Haiguang)** to develop generative AI integrated machines and participates in national and provincial industrial collaboration projects [5][6][7]. 8. **Market Outlook**: - The company maintains a positive outlook for the second half of 2025, particularly in sectors like finance, manufacturing, and transportation, driven by investments in AI technology and digital transformation [14][15]. 9. **International Market Performance**: - The overseas market, particularly in Hong Kong, experienced a **20% decline** in the first half of the year due to project delays, but the company remains optimistic about future performance [21][22]. 10. **Future Orders and Market Expansion**: - In the semiconductor and commercial aerospace sectors, the company expects to exceed last year's total order volume, with significant progress in low-altitude economy and rail transit sectors [23]. Additional Important Insights - The company has completed a full transition to domestic product design and manufacturing since 2018, which has led to high initial costs but is expected to reduce operational costs as production scales up [13]. - The integration of AI capabilities into traditional business models is seen as a key driver for future growth, with a focus on enhancing customer solutions and operational efficiency [20]. This summary encapsulates the critical insights from the conference call, highlighting the company's strategic direction, market performance, and future growth potential in the digital and electronic sectors.

Core Viewpoint - The financial performance of the company, 电科数字, shows mixed results with a revenue increase but a significant decline in net profit, indicating potential challenges in profitability and cash flow management [1][3]. Financial Performance Summary - Total revenue for the first half of 2025 reached 4.855 billion yuan, a year-on-year increase of 7.56% compared to 4.513 billion yuan in 2024 [1]. - Net profit attributable to shareholders was 108 million yuan, down 19.33% from 133 million yuan in the previous year [1]. - In Q2 2025, total revenue was 2.853 billion yuan, up 13.26% year-on-year, while net profit for the quarter was 57.1944 million yuan, a decrease of 33.51% [1]. - The gross profit margin was 17.19%, down 7.61% from 18.61% in 2024, and the net profit margin was 2.09%, down 29.92% from 2.98% [1]. - Total accounts receivable increased by 34.79% year-on-year, reaching 2.664 billion yuan [1]. Cash Flow and Financial Health - The company reported a negative operating cash flow per share of -1.75 yuan, although this improved by 10.17% from -1.95 yuan in 2024 [1]. - The ratio of cash and cash equivalents to current liabilities was only 26.18%, indicating potential liquidity concerns [3]. - The average net cash flow from operating activities over the past three years has been negative, raising concerns about financial sustainability [3]. Business Model and Market Position - The company relies heavily on research and marketing to drive its performance, which may require further investigation into the underlying factors [3]. - In the digital finance sector, the company follows major domestic banks to provide infrastructure and IT services, while in cross-border payments, it supports clients like China UnionPay with digital solutions [4]. Investment Returns - The company's return on invested capital (ROIC) was 9.79% last year, which is considered average, with a historical median ROIC of 11.65% over the past decade [3]. - The net profit margin was reported at 5.1%, suggesting that the added value of products or services is also average [3].

Core Insights - The latest stock price of Electric Science Digital is 26.35 yuan, reflecting a 1.42% increase from the previous trading day [1] - The company focuses on digital transformation solutions across various sectors, including finance, manufacturing, and government [1] Financial Performance - In the first half of 2025, the company reported total revenue of 48.55 billion yuan, a year-on-year increase of 7.56% [1] - The net profit attributable to shareholders was 1.08 billion yuan, showing a decline of 19.33% compared to the previous year [1] - The cash flow from operating activities was -12 billion yuan, which is an increase of 1.43 billion yuan year-on-year [1] Business Segments - The digital product business generated revenue of 2 billion yuan, with new contracts increasing by 41.82% year-on-year [1] - The industry digitalization segment achieved revenue of 43.39 billion yuan, marking a 7.33% year-on-year growth [1] Market Activity - On August 15, 2025, the net inflow of main funds was 19.6996 million yuan, with a total net inflow of 69.7338 million yuan over the past five days [1]

Core Viewpoint - The company plans to distribute cash dividends to shareholders based on its 2025 semi-annual financial performance, pending approval from the shareholders' meeting [4][5][6]. Group 1: Profit Distribution Plan - The company intends to distribute a cash dividend of 0.06 yuan per share (including tax), with a total proposed distribution amounting to approximately 41.17 million yuan, which represents 38.25% of the net profit attributable to shareholders for the first half of 2025 [4][6]. - The total number of shares as of June 30, 2025, is 686,124,064, and the available profit for distribution is approximately 280.80 million yuan [6][4]. - The profit distribution plan is subject to approval at the upcoming shareholders' meeting [5][7]. Group 2: Shareholders' Meeting - The second extraordinary shareholders' meeting for 2025 is scheduled for September 2, 2025, and will utilize a combination of on-site and online voting methods [14][15]. - The meeting will discuss the profit distribution plan and other related matters that have been previously approved by the board of directors and the supervisory board [16][9]. - Shareholders can participate in the meeting through the Shanghai Stock Exchange's online voting system, with specific voting times outlined [15][16]. Group 3: Investor Communication - An investor performance briefing is set for September 3, 2025, to discuss the company's semi-annual results and address investor inquiries [31][32]. - The briefing will be conducted via the Shanghai Stock Exchange's online interactive platform, allowing for real-time communication with investors [31][32]. - Investors are encouraged to submit questions in advance through the designated channels before the briefing [31][32].

Group 1 - The company plans to distribute a cash dividend of 0.6 yuan per 10 shares, totaling approximately 41.17 million yuan, which represents 38.25% of the net profit attributable to shareholders for the first half of 2025 [1][21][37] - The total number of shares as of June 30, 2025, is 686,124,064 [1] - The profit distribution plan is subject to approval at the upcoming shareholders' meeting [21][39] Group 2 - The company held its 27th meeting of the 10th Board of Directors on August 15, 2025, where several key resolutions were passed [5][29] - The resolutions included the approval of the 2025 semi-annual report and the proposal to cancel the supervisory board, transferring its responsibilities to the audit committee of the board [35][40] - The company aims to enhance its governance structure and operational standards through the proposed amendments to its articles of association [40]

Core Viewpoint - Multiple listed companies in the Shanghai and Shenzhen markets have announced significant developments, including legal investigations, share transfers, bankruptcy applications, and financial performance updates, which may present both opportunities and risks for investors [3]. Group 1: Legal and Regulatory Developments - Sichuan Medical Technology received a notice from the Hangzhou Public Security Bureau regarding evidence collection for a suspected fraudulent securities issuance case, currently under investigation [4]. - Kewah Holdings announced that its controlling shareholder is planning a share transfer, leading to a temporary suspension of trading to ensure fair information disclosure [5]. - Upwind New Materials reported that its customer TPI Composites filed for Chapter 11 bankruptcy protection, potentially impacting the company's receivables of approximately 4.13 million USD (about 32.37 million RMB) [6][7]. Group 2: Financial Performance Updates - Dongfang Fortune reported a 38.65% year-on-year increase in revenue to 6.856 billion RMB and a 37.27% increase in net profit to 5.567 billion RMB for the first half of 2025 [14]. - Shengyi Electronics achieved a 91% increase in revenue to 3.769 billion RMB and a staggering 452% increase in net profit to 531 million RMB, proposing a cash dividend of 3 RMB per 10 shares [15]. - Blue Shield Optoelectronics reported a revenue decline of 27.26% to 186 million RMB and a net loss of 35.071 million RMB for the first half of 2025 [16]. - Tianjin Pharmaceutical reported a slight revenue decrease of 1.91% to 4.288 billion RMB, but a 16.97% increase in net profit to 775 million RMB, proposing a cash dividend of 2.1 RMB per 10 shares [17]. Group 3: Corporate Actions and Strategic Moves - New Natural Gas announced a capital restructuring and rights issue plan to raise approximately 239 million HKD for project expenditures, without affecting shareholder equity structure [8]. - Lianhong New Science plans to absorb its wholly-owned subsidiary Lianhong Chemical to enhance management efficiency and reduce costs, with no significant impact on financial status [9]. - Dazhong Pump Industry clarified that its revenue from products directly used in data center liquid cooling is only about 1.6 million RMB, representing 0.43% of total revenue, indicating limited impact on financials [10]. - Guanshi Technology stated it does not engage in the manufacturing of electron beam lithography equipment, with its related business revenue being less than 2% of total revenue [11]. Group 4: Shareholder Actions - Shuyou Shen announced that its major shareholder plans to reduce its stake by up to 2% through various trading methods [32]. - Western Gold announced a plan to reduce its stake by up to 1% due to funding needs [33]. - Kang Enbei Group intends to reduce its stake by up to 1% through market transactions [34].