证券代码：603042 证券简称：华脉科技 公告编号：2023-082 南京华脉科技股份有限公司 股票交易异常波动公告 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。 南京华脉科技股份有限公司（以下简称"公司"、"本公司"）股票于 2023 年 9 月 21 日、2023 年 9 月 22 日连续两个交易日内日收盘价格涨幅偏离值累计 超过 20%，公司股票连续两个交易日涨停，属于《上海证券交易所交易规则》规 定的股票交易异常波动情形。 截至本公告披露日，深兰科技控股有限公司（以下简称"深兰控股"）受 让定向增发股份相关资金筹措尚无实质性进展，本次发行事项能否最终完成实施 尚存在不确定性，公司控制权最终能否实际变更亦存在重大不确定性。 公司当前市盈率水平与同行业平均水平存在较大差异。 公司主营业务、主要产品未发生重大变化，最近一年及 2023 年半年度业 绩亏损。公司 2022 年度、2023 年半年度归属于上市公司股东的净利润为 -9,547.15 万元，-3,727.20 万元，同比大幅下滑。公司目前业务主要为国内外 电信运 ...

Financial Performance - The company reported a revenue of 500 million RMB for the first half of 2023, representing a 15% increase year-over-year[13]. - The company reported a revenue of CNY 461,373,447.79 for the first half of 2023, a decrease of 25.52% compared to the same period last year[22]. - The net profit attributable to shareholders was a loss of CNY 37,272,031.63, compared to a loss of CNY 14,744,702.98 in the previous year[22]. - The net cash flow from operating activities was CNY 11,324,659.64, down 44.53% from CNY 20,416,863.55 in the same period last year[22]. - The basic earnings per share for the first half of 2023 was -CNY 0.2321, compared to -CNY 0.0918 in the same period last year[23]. - The company reported a net loss for the first half of 2023 of CNY 38,394,371.23, compared to a net loss of CNY 16,232,815.58 in the first half of 2022, representing an increase in losses of 136.5%[128]. - The total operating revenue for the first half of 2023 was CNY 461,373,447.79, a decrease of 25.5% compared to CNY 619,455,395.36 in the same period of 2022[127]. - The total comprehensive loss for the first half of 2023 was CNY 38,430,074.75, compared to CNY 16,232,815.58 in the same period of 2022[129]. Market and Competition - The company reported significant risks including market competition, raw material price fluctuations, and potential declines in gross margin due to intense competition in the telecommunications equipment manufacturing industry[5]. - Major clients include domestic telecom operators and China Tower, with their investment scale and procurement patterns directly impacting the company's revenue and profit margins[5]. - The company faces uncertainties related to the scale and progress of industrial investments, which could negatively affect business development if national policies on telecommunications infrastructure investment change[5]. - The company is actively expanding its overseas market presence, but faces risks from international political and economic factors, including trade frictions and currency fluctuations[6]. - The company acknowledges the risk of increased accounts receivable due to potential delays in payment from major clients, which could impact cash flow and operational stability[7]. - The company experienced a decline in demand due to slower-than-expected 5G development and reduced investment from operators, leading to fewer orders[29]. - Market competition remains intense, with numerous players in the telecommunications equipment manufacturing sector, potentially impacting the company's market position[55]. Strategic Initiatives - The company is focused on enhancing its competitive position through continuous innovation and improvement in product offerings to meet evolving market needs[7]. - The company is committed to prudent use of raised funds for investment projects, ensuring alignment with market and technological developments to minimize implementation risks[7]. - The company is focusing on increasing R&D investment to adjust its industrial structure amid declining profitability[29]. - The company is actively developing both domestic and overseas markets to stabilize its operations and improve its financial performance[31]. - The company is expanding its market presence in Southeast Asia, targeting a 25% market share by 2025[13]. - A strategic acquisition of a local tech firm was completed, enhancing the company's capabilities in IoT solutions[13]. - The company plans to invest 100 million RMB in R&D for new technologies over the next two years[13]. Financial Management - The company has implemented strategies to mitigate risks associated with raw material price volatility, including long-term supplier relationships and developing high-value-added products[7]. - The company is committed to enhancing management efficiency and reducing costs through improved internal processes and talent acquisition[41]. - The company has undertaken a non-public stock issuance for investment projects, which are subject to risks related to market conditions and competition, potentially affecting expected returns[58]. - The company emphasizes the importance of prudent fund utilization and market monitoring to reduce risks associated with investment projects[58]. Legal and Compliance - The company is involved in multiple civil lawsuits, with total claims exceeding RMB 4 million across different cases[74]. - The company has maintained a strong legal position, successfully defending its claims in court[73]. - The company has not reported any non-operating fund occupation or guarantee violations during the reporting period[72]. Environmental and Sustainability Efforts - The company has implemented measures to reduce carbon emissions, focusing on energy efficiency and pollution reduction, contributing to environmental improvement and sustainable development[66]. - The company emphasizes the use of clean energy and renewable technologies to lower energy consumption and enhance energy efficiency[67]. - The company has established a dual management system for quality and environmental management to promote sustainable practices[66]. Shareholder and Capital Structure - The company’s total share capital increased from 158,656,247 shares to 160,589,840 shares following the lifting of restrictions on 1,933,593 shares on January 19, 2023[106]. - The largest shareholder, Xu Aimin, holds 36,905,021 shares, representing 22.98% of the total shares, with 19,460,000 shares pledged[112]. - The company has not reported any changes in the controlling shareholder or actual controller during the reporting period[115]. Procurement and Supply Chain - The company has signed multiple framework agreements for the procurement of equipment and related services, including a total estimated scale of 600,000 RMB (including tax) for digital branch cables and tail fibers[24]. - The procurement framework agreements cover a range of products, including customized ODF racks, MODF racks, and digital branch cables, reflecting a diverse product strategy[23]. - The company is committed to maintaining a robust procurement strategy to support its operational needs and market demands[85]. Future Outlook - The company provided a future outlook, projecting a revenue growth of 10-15% for the second half of 2023[13]. - The company is preparing for potential expansions in product offerings as part of its growth strategy[82]. - Overall, the company remains optimistic about its growth trajectory, driven by innovation and market demand[83].

Financial Performance - The company reported a significant increase in revenue for the first half of 2022, with total revenue reaching 1.2 billion RMB, representing a year-on-year growth of 25%[1]. - The company's operating revenue for the first half of 2022 was ¥619,455,395.36, representing a 17.55% increase compared to ¥526,956,584.34 in the same period last year[22]. - The net profit attributable to shareholders of the listed company was -¥14,744,702.98, a decrease of 512.29% from a profit of ¥3,576,277.54 in the previous year[22]. - The net cash flow from operating activities was ¥20,416,863.55, a significant improvement from -¥56,320,111.84 in the same period last year[22]. - The gross margin for the first half of 2022 was reported at 35%, a slight decrease from 38% in the previous year, attributed to rising raw material costs[1]. - The company reported a net profit excluding non-recurring gains and losses of -¥20,633,567.72, compared to -¥5,314,928.63 in the same period last year[22]. - The company achieved a revenue of ¥619,455,395.36, representing a 17.55% increase compared to ¥526,956,584.34 in the same period last year[60]. - The company reported a significant increase in sales expenses, which rose to ¥43,243,309.21 from ¥38,489,753.85, marking a 4.5% increase[150]. - The company reported a total comprehensive income of -25,759,263.16 RMB for the first half of 2022, compared to 454,307.06 RMB in the same period of 2021, indicating a significant downturn[156]. Market Expansion and Strategy - The company provided a positive outlook for the second half of 2022, projecting a revenue growth of 20% compared to the first half, driven by new product launches and market expansion efforts[1]. - The company is planning to expand its market presence in Southeast Asia, targeting a 10% market share by the end of 2023[1]. - The company is focusing on the development of new technologies such as 5G applications and cloud computing solutions to enhance market competitiveness[12]. - The company plans to expand its market presence through strategic partnerships and potential acquisitions in the technology sector[12]. - The company is actively expanding its market presence both domestically and internationally, aiming to strengthen its position in the telecommunications sector[34]. - The company is focusing on high-quality development and innovation to address challenges posed by rising raw material prices and a competitive industry environment[46]. Research and Development - Investment in R&D has increased by 30%, totaling 150 million RMB, focusing on the development of new technologies and products[1]. - The company's R&D expenses increased by 32.87% to ¥32,466,764.44 from ¥24,435,678.25 year-on-year, reflecting a strong focus on product development[60]. - The company completed the development of 18 new products in the wired connection segment, including a hybrid cable for small wireless communication base stations, which has already been delivered[48]. - In the wireless access segment, the company has developed RF devices covering frequency ranges from 380MHz to 6000MHz, targeting 5G indoor distribution and transportation scenarios[49]. - The company aims to enhance its core R&D capabilities and product development in wireless communication and vertical applications to meet the market demand for 5G construction[40]. Risks and Challenges - The company has identified potential risks, including market competition and fluctuations in raw material prices, which could impact future performance[1]. - The company faces risks related to the uncertainty of industry investment scale and progress, particularly in the context of 5G infrastructure development[68]. - Market competition is intensifying, with numerous competitors in the telecommunications equipment manufacturing industry, potentially impacting the company's performance[69]. - The company is exposed to customer concentration risk, as major clients include telecom operators and China Tower, which could affect future bidding success[70]. - The competitive nature of the telecommunications equipment manufacturing industry poses a risk of declining gross margins, particularly if telecom operators reduce procurement prices through bidding policies[74]. - Rapid technological advancements in the telecommunications industry necessitate continuous innovation; failure to keep pace could increase uncertainty in the company's future development[76]. Legal Matters - The company is involved in significant litigation matters, including a judgment requiring payment of CNY 2,681,408 to Yunnan Qingwei Technology Co., Ltd. for unpaid debts[98]. - The company has faced multiple lawsuits, with one case involving a claim of CNY 3,239,480 against Guizhou Mingpinzhijia Technology Co., Ltd. for outstanding payments[98]. - The court has ruled that the company must bear joint liability for the debts related to the lawsuits mentioned[98]. - The company has experienced delays in debt recovery, with previous attempts to collect payments resulting in no success[98]. - The company is currently appealing against the first-instance judgments in the ongoing litigation cases[98]. - The company is subject to criminal proceedings related to some of the litigation cases, which may impact its financial obligations[98]. Shareholder Information - The company issued 24,589,840 shares in July 2021, with 22,656,247 shares released from restrictions on January 19, 2022, reducing restricted shares to 1,933,593[123]. - The total number of unrestricted shares increased from 136,000,000 to 158,656,247 after the release of restricted shares[123]. - The top shareholder, Xu Aimin, holds 36,905,021 shares, representing 22.98% of the total shares, with 1,933,593 shares pledged[129]. - Wang Xiaofu, the second-largest shareholder, holds 7,327,273 shares, accounting for 4.56% of the total shares, with no shares pledged[129]. - The company has no significant legal violations or penalties against its directors, supervisors, senior management, controlling shareholders, or actual controllers during the reporting period[103]. Financial Position - The total assets at the end of the reporting period were ¥2,027,314,634.69, down 4.89% from ¥2,131,487,117.28 at the end of the previous year[22]. - The total equity of the company was ¥921,129,232.85, compared to ¥948,815,574.07 in the previous period[148]. - The company's cash and cash equivalents at the end of the reporting period amounted to ¥356,184,096.90, a decrease from ¥368,299,921.09 at the beginning of the period[141]. - Total liabilities decreased from CNY 1,052,692,974.02 to CNY 964,450,385.07, a decrease of approximately 8.4%[144]. - The total equity attributable to the parent company at the end of the period is CNY 1,062,864,249.62, compared to CNY 843,836,470.57 at the end of the previous year, representing an increase of approximately 25.9%[170].

南京华脉科技股份有限公司 独立董事关于相关事项的独立意见 本着对公司、全体股东负责的态度,对以下事项进行了认真审核,基于独立判断 等有关规定,作为南京华脉科技股份有限公司 ( 以下简称 " 公司 ") 的独立董事 狠据《上海证券交易所股票上市规则》、《公司章程》、《公司独立董事制, 的立场,发表独立意见如下, 关于 2023 年度利润分配方案的独立意见 配方案综合考虑公司实际情况,结合行业发展现状及公司经营发展规划,有利于 定、公司经营规划及资金需求情况,符合相关法律、法规、规范性文件要求。分 稳步推动公司可持续发展和维护全体股东的长远利益,不存在损害公司股东特别 中小股东利益的情形,因此我们同意本次利润分配方案,并将该方案提交公司 公司董事会制定的 2022 年度利润分配方案综合考虑了《公司章程》相关规 股东大会审议。 二、关于续聘 2023 年度审计机构的独立意见 独立审计意见。因此，我们同意聘请永拓会计师事务所担任公司 2023 年度财务 遵循独立、客观、公正的执业准则,对上市公司财务和内部控制状况发表客观, 期货业务资格,在为公司提供 2022年度财务审计和内部控制审计服务的过程中 k拓会计师事务所（ ...

一、会计差错更正概述 2022 年 5 月，陕西省高级人民法院民事判决书《（2021）陕民终 1100 号》《（2021） 陕民终 1115 号》认定：从合同实际履行来看，林洋将网上购买的手机盒子冒充真手机交 由你公司和华讯科技验收，同时安排他人冒充西安电信员工进行虚假验收，并伪造收货确 认单，给公司制造货物已被接收的假象，实际上该合同并未实际履行。鉴于判决书结果， 该合同未实际履行，不应确认收入。公司已于 2023 年 4 月对 2017 年、2018 年、2019 年、 2020 年及 2021 年财务报表进行追溯调整并公告，现根据《公开发行证券的公司信息披露 编制规则第 19 号—财务信息的更正及相关披露》（2020 年修订）要求，对受更正事项影 响的最近一期即 2022 年半年度财务报表进行追溯调整。 二、本次会计差错更正具体情况及对公司的影响 公司根据期后发生、发现的情况，根据《企业会计准则第 28 号-会计政策、会计估计 变更和差错更正》、中国证券监督管理委员会《公开发行证券的公司信息披露编制规则第 19 号—财务信息的更正及相关披露》（2020 年修订）等相关规定，本次对 2022 年半年度 资 ...

南京华脉科技股份有限公司董事会 关于前期会计差错更正的专项说明 一、会计差错更正概述 2022 年 5 月，陕西省高级人民法院民事判决书《（2021）陕民终 1100 号》《（2021） 陕民终 1115 号》认定：从合同实际履行来看，林洋将网上购买的手机盒子冒充真手机交 由你公司和华讯科技验收，同时安排他人冒充西安电信员工进行虚假验收，并伪造收货确 认单，给公司制造货物已被接收的假象，实际上该合同并未实际履行。鉴于判决书结果， 该合同未实际履行，不应确认收入。公司已于 2023 年 4 月对 2017 年、2018 年、2019 年、 2020 年及 2021 年财务报表进行追溯调整并公告，现根据《公开发行证券的公司信息披露 编制规则第 19 号—财务信息的更正及相关披露》（2020 年修订）要求，对受更正事项影 响的最近一期即 2022 年半年度财务报表进行追溯调整。 二、本次会计差错更正具体情况及对公司的影响 公司根据期后发生、发现的情况，根据《企业会计准则第 28 号-会计政策、会计估计 变更和差错更正》、中国证券监督管理委员会《公开发行证券的公司信息披露编制规则第 19 号—财务信息的更正及相关披露 ...

证券代码：603042 证券简称：华脉科技 公告编号：2023-076 南京华脉科技股份有限公司 关于前期会计差错更正的公告 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。 根据《企业会计准则第 28 号——会计政策、会计估计变更和差错更正》、中国证 券监督管理委员会《公开发行证券的公司信息披露编报规则第 19 号——财务信息的更 正及相关披露》（2020 年修订）等相关规定，南京华脉科技股份有限公司（以下简称 "公司"）对前期会计差错进行更正。现将具体情况公告如下： 一、会计差错更正概述 2022 年 5 月，陕西省高级人民法院民事判决书《（2021）陕民终 1100 号》《（2021） 陕民终 1115 号》认定：从合同实际履行来看，林洋将网上购买的手机盒子冒充真手机交 由你公司和华讯科技验收，同时安排他人冒充西安电信员工进行虚假验收，并伪造收货确 认单，给公司制造货物已被接收的假象，实际上该合同并未实际履行。鉴于判决书结果， 该合同未实际履行，不应确认收入。公司已于 2023 年 4 月对 2017 年、2018 年、2 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥216,583,199.58, representing a decrease of 29.46% compared to the same period last year[4] - The net profit attributable to shareholders was a loss of ¥19,734,741.36, with a decrease of 54.51% in net profit attributable to shareholders compared to the previous year[8] - The basic and diluted earnings per share were both -¥0.1229, reflecting a decline of 54.59% year-over-year[8] - The company reported a net loss for Q1 2023, with a significant decline in both revenue and profit margins compared to the previous year[19] - The net profit for Q1 2023 was -21,350,058.78 RMB, compared to -14,547,090.31 RMB in Q1 2022, representing an increase in net loss of approximately 46.5%[20] - Operating profit for Q1 2023 was -27,102,319.03 RMB, worsening from -14,250,776.99 RMB in the same period last year[20] - The company reported a total comprehensive loss of -21,407,837.19 RMB for Q1 2023, compared to -14,547,090.31 RMB in Q1 2022[21] - Basic and diluted earnings per share for Q1 2023 were both -0.1229 RMB, compared to -0.0795 RMB in Q1 2022[21] Cash Flow and Liquidity - The net cash flow from operating activities was -¥11,693,090.52, indicating a significant cash outflow during the quarter[4] - Cash and cash equivalents as of March 31, 2023, were RMB 255,770,187.76, down from RMB 284,461,316.42 at the end of 2022[14] - Cash and cash equivalents at the end of Q1 2023 were 223,620,613.50 RMB, down from 161,015,339.96 RMB at the end of Q1 2022[25] - The company experienced a net cash outflow from financing activities of -22,961,268.02 RMB in Q1 2023, compared to -73,313,553.39 RMB in Q1 2022, indicating a significant reduction in cash outflow[25] - The total investment cash inflow for Q1 2023 was 23,256,794.04 RMB, down from 52,408,975.80 RMB in Q1 2022[24] Assets and Liabilities - Total assets at the end of the reporting period were ¥1,757,312,925.65, a decrease of 0.92% from the end of the previous year[5] - Total assets decreased to RMB 1,757,312,925.65 from RMB 1,773,558,032.43 at the end of 2022[17] - Total liabilities increased slightly to RMB 729,919,715.44 from RMB 727,007,667.47 at the end of 2022[16] - Shareholders' equity attributable to the company was ¥955,188,898.00, down 1.82% from the previous year-end[5] - Shareholders' equity decreased to RMB 1,027,393,210.21 from RMB 1,046,550,364.96 at the end of 2022[17] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 31,835[10] - The largest shareholder, Xu Aimin, holds 22.98% of the shares, totaling 36,905,021 shares[11] Operating Costs - Total operating costs for Q1 2023 were RMB 239,849,571.29, down 25.2% from RMB 320,786,874.84 in Q1 2022[19] - Operating costs included RMB 182,926,137.54 in operating expenses, a reduction of 28.4% from RMB 255,569,925.04 in the previous year[19] Accounts Receivable and Inventory - Accounts receivable increased to RMB 502,534,078.10 from RMB 500,664,417.11 year-over-year[15] - Inventory as of March 31, 2023, was RMB 145,471,580.65, compared to RMB 130,825,080.34 at the end of 2022, reflecting an increase of 11.2%[15] Other Financial Metrics - The weighted average return on net assets was -2.05%, showing a decline in profitability[4] - The company reported non-recurring gains and losses totaling ¥2,051,413.70 after tax adjustments[7] - The company recorded a decrease in interest income to 206,319.68 RMB in Q1 2023, compared to 639,357.14 RMB in Q1 2022, a decline of approximately 67.7%[20]

Financial Performance - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB, representing a year-over-year growth of 15%[19]. - The company reported a significant increase in revenue, achieving a total of 1.5 billion yuan for the fiscal year, representing a 20% growth compared to the previous year[186]. - The net profit attributable to shareholders for 2020 was CNY 31,770,455.65, a significant increase of 34.29% from CNY 23,657,423.47 in 2019[27]. - The company provided a positive outlook for the next fiscal year, projecting a revenue growth of 10% to 12%[19]. - The company provided guidance for the next fiscal year, projecting a revenue growth of 25% to 1.875 billion yuan[186]. - The basic earnings per share for 2020 was CNY 0.2336, reflecting a growth of 34.95% compared to CNY 0.1731 in 2019[28]. - The company reported a diluted earnings per share of CNY 0.2336 for 2020, consistent with the basic earnings per share[28]. - The company generated a net cash flow from operating activities of CNY 70,099,214.69 in 2020, a substantial increase of 62.72% from CNY 43,080,733.09 in 2019[27]. - The company’s total revenue from overseas markets was ¥123.03 million, with a gross margin of 21.34%, an increase of 0.87 percentage points year-over-year[70]. Dividend Policy - The company plans to distribute a cash dividend of 0.53 CNY per 10 shares, totaling 7.208 million CNY based on a total share capital of 136 million shares as of December 31, 2020[7]. - In 2020, the company distributed cash dividends of 0.53 RMB per 10 shares, totaling 7,208,000 RMB, which accounted for 22.69% of the net profit attributable to shareholders[111]. - The company revised its profit distribution policy to prioritize cash dividends, with a minimum of 80% cash distribution for mature stages without major capital expenditures[109]. - The company has not made any changes to its profit distribution policy or three-year dividend return plan since its establishment[109]. - The company’s cash dividend distribution in 2019 was also 0.53 RMB per 10 shares, totaling 7,208,000 RMB, which represented 30.47% of the net profit attributable to shareholders[111]. Market Expansion and Strategy - The company has a comprehensive strategy for market expansion and new technology development, although specific figures are not provided in the extracted content[11]. - Market expansion plans include entering Southeast Asian markets, targeting a 5% market share within two years[19]. - The company is considering strategic acquisitions to enhance its technology portfolio, with potential targets identified in the telecommunications sector[19]. - The company is expanding its market presence, targeting a 10% increase in market share in the next year[186]. - The company plans to enter two new international markets, which are projected to generate an additional 150 million yuan in revenue[186]. Research and Development - The company is investing in R&D for AI and cloud computing technologies, with a budget allocation of 100 million RMB for the next year[19]. - The company increased its R&D investment by 17.39%, totaling CNY 61.26 million, to enhance product competitiveness[66]. - The company is focusing on 5G product development, launching various products that meet 5G communication standards, including RF devices covering frequencies from 380MHz to 6000MHz[58]. - The company is focusing on the R&D of 5G wireless network coverage RF devices and WiFi6+5G wireless network equipment to enhance its core R&D capabilities[51]. - The total R&D expenditure was ¥61.26 million, accounting for 5.27% of total revenue, with 170 R&D personnel representing 12.63% of the total workforce[78]. Operational Efficiency - Operational efficiency improvements are expected to reduce costs by 5%, translating to savings of approximately 75 million yuan annually[186]. - The company aims to enhance its smart education solutions, with a projected increase in revenue contribution of 8% from this segment[19]. - The introduction of a new online monitoring system for fiber optic cables is expected to improve service reliability and reduce maintenance costs by 15%[19]. Risks and Challenges - The company faces risks including uncertainties in industrial investment scale and progress, market risks, technology research and development risks, and fluctuations in raw material prices[11]. - The company acknowledges potential risks from fluctuations in raw material prices, which could impact operating costs[101]. - The company is exposed to risks from the concentration of its customer base, primarily the three major telecom operators and China Tower[99]. - The company faces risks related to market competition, particularly from the intense bidding process for telecom equipment[97]. - The company has a significant amount of accounts receivable, which may pose operational risks if payment collection is delayed[102]. Corporate Governance - All board members attended the board meeting, ensuring the integrity of the annual report[5]. - The company has confirmed that there are no issues with the authenticity and completeness of the annual report by the majority of the board members[10]. - The company has received a standard unqualified audit report from Yongtuo Accounting Firm[6]. - The company is committed to ensuring the accuracy and completeness of its financial reports as stated by its responsible executives[6]. Social Responsibility - The company invested a total of 1.31 million RMB in poverty alleviation efforts, including a donation of 1.00 million RMB in educational materials to a school in Guizhou[159]. - The company has committed to improving educational resources in impoverished areas, with an investment of 1.00 million RMB specifically for educational support[160]. - The company actively participated in charitable activities, including donations to the Nanjing Charity Federation[162]. - The company has established the Dongshan Foreign Language School Education Development Scholarship and collaborated with Dongshan Primary School to build a youth science popularization base[162]. Shareholder Information - The total number of ordinary shares increased to 136,000,000, with 34,971,428 shares converted from restricted to unrestricted status[169]. - The number of ordinary shareholders increased from 17,286 to 18,123 during the reporting period[172]. - The top ten unrestricted shareholders hold a total of 59,738,800 shares, with the largest shareholder, Xu Aimin, holding 34,971,428 shares, accounting for 25.71% of the total[175]. - The company reported that there were no changes in the controlling shareholder or actual controller during the reporting period[177]. - The company has no actual controller through trust or other asset management methods[179].

Financial Performance - The company reported a net profit of -99.52 million RMB for the consolidated financial statements and -80.87 million RMB for the parent company financial statements as of December 31, 2018[5]. - The available profit for distribution to investors at year-end was 38.10 million RMB, but no cash dividends or capital reserve transfers will be made due to the lack of profitability[5]. - The company's operating revenue for 2018 was approximately ¥1.03 billion, a decrease of 2.25% compared to ¥1.05 billion in 2017[22]. - The net profit attributable to shareholders for 2018 was a loss of approximately ¥103.73 million, representing a decline of 254.98% from a profit of ¥66.93 million in 2017[22]. - The basic earnings per share for 2018 was -¥0.7481, a decrease of 236.17% compared to ¥0.5494 in 2017[24]. - The weighted average return on equity for 2018 was -12.64%, a decrease of 22.30 percentage points from 9.66% in 2017[25]. - The total assets at the end of 2018 were approximately ¥2.13 billion, an increase of 41.6% from ¥1.50 billion at the end of 2017[22]. - The net cash flow from operating activities for 2018 was -¥53.32 million, an improvement of 69.60% compared to -¥175.42 million in 2017[22]. - The company reported non-recurring gains and losses totaling approximately ¥4.02 million in 2018, compared to ¥6.89 million in 2017[30]. Dividend Policy - The company does not plan to distribute dividends for the 2018 fiscal year, considering the operational plans and funding needs for 2019[5]. - In 2018, the company did not distribute any cash dividends, with a net profit of -103.73 million RMB[105]. - In 2017, the company distributed cash dividends totaling 21.87 million RMB, representing 32.51% of the net profit attributable to shareholders[105]. - The company has set a cash dividend policy where at least 80% of profits will be distributed as cash dividends during the mature stage without major capital expenditure plans[104]. Risks and Challenges - The company faces risks including market competition, technology research and development, declining gross margins, product price fluctuations, and raw material price volatility[7]. - The company faced significant challenges due to a decrease in capital expenditure from telecom operators and increased competition, leading to a decline in sales prices[39]. - The company anticipates challenges from raw material price fluctuations, which could increase operational costs and affect profit margins[101]. - The company has identified potential risks including technology development risks, which could impact its market share if it fails to keep pace with industry advancements[98]. Operational Strategy - The company will retain undistributed profits to support operational liquidity and business development needs[5]. - The company has a commitment to continuous development and operational stability for the long-term interests of all shareholders[5]. - The company aims to enhance its market share and brand influence by optimizing product structure and increasing the market response capability, with a focus on high-tech and high-value-added products[94]. - The company plans to increase its R&D investment and strengthen technological innovation to meet market demands and improve its competitive edge[94]. - The company is committed to international market expansion, aiming for revenue growth in overseas markets by leveraging local market characteristics[95]. Research and Development - Research and development expenses increased by 27.59% to CNY 56.14 million, reflecting the company's commitment to innovation[44]. - The total R&D expenditure for the period amounted to ¥56,142,738.69, representing 5.45% of the operating revenue[56]. - The number of R&D personnel is 167, accounting for 10.87% of the total workforce[56]. Audit and Compliance - The company has received a standard unqualified audit report from Beijing Yongtuo Accounting Firm[4]. - The board of directors and senior management have confirmed the accuracy and completeness of the annual report[4]. - The company appointed Beijing Yongtuo Accounting Firm as the auditor for the 2018 annual report, with an audit fee of RMB 600,000[124]. - The internal control audit fee is set at RMB 100,000, included in the total audit fee of RMB 700,000 for the 2018 annual report[124]. Legal Matters - The company has faced significant litigation matters during the year, including disputes with Tianyi E-commerce Co., Ltd. and other parties[126]. - The company has ongoing litigation involving amounts of RMB 3,239,480, RMB 1,904,000, and RMB 4,760,000 related to sales agreements[129]. - The company has also initiated legal proceedings against Yunnan Huafan Technology Co., Ltd. for RMB 2,681,408 related to a sales agreement[129]. Shareholder Information - The total number of ordinary shares before the change was 138,670,000, with a post-change total of 138,670,000 shares remaining unchanged[163]. - The number of restricted shares decreased from 104,670,000 to 37,641,428, while the number of unrestricted shares increased from 34,000,000 to 101,028,572[164]. - The company had a total of 18,757 ordinary shareholders at the end of the reporting period, an increase from 15,904 in the previous month[167]. - The largest shareholder, Xu Aimin, held 34,971,428 shares, representing 25.22% of the total shares, with no changes during the reporting period[169]. Corporate Governance - The company has established a comprehensive salary policy that aligns with industry standards and internal equity[191]. - The governance structure complies with the requirements set by the China Securities Regulatory Commission[195][196]. - The company maintains independence from its controlling shareholders, with no related party transactions reported[195]. - The board of directors held a total of 10 meetings during the year, with 7 conducted in person and 3 via telecommunication[199]. Market Presence and Contracts - The company is actively expanding its market presence through strategic partnerships and framework agreements with major operators[145]. - The company has ongoing major sales framework contracts with operators for low-voltage complete switch equipment and related services, effective until the signing of new agreements or notification of cessation of supply[145]. - The company has signed multiple framework agreements for procurement of various equipment, including optical fiber distribution systems and cabinets, with automatic extensions based on procurement results[149].