上海汉盛律师事务所 关于格尔软件股份有限公司 差异化分红事项的法律意见书 ST V EX 上海市浦东新区世纪大道 1768 号 汉盛律师大厦 上海汉盛律师事务所 关于格尔软件股份有限公司 差异化分红事项的法律意见书 致:格尔软件股份有限公司 上海汉盛律师事务所(以下简称"本所")接受格尔软件股份有限公司(以 下简称"格尔软件"或"公司"的委托,根据《中华人民共和国公司法》(以下 简称"《公司法》")、《中华人民共和国证券法》(以下简称"《证券法》")、《上海 证券交易所上市公司自律监管指引第7号 -- 回购股份》(以下简称"《自律监管 指引第7号》")等法律、法规、规章和其他规范性文件以及《格尔软件股份有限 公司章程》(以下简称"《公司章程》")的规定,就公司2024年度利润分配(以下 简称"本次利润分配")所涉及的差异化权益分派特殊除权除息(以下简称"本次 差异化分红")相关事宜出具本法律意见书。 为出具本法律意见书,本所律师根据有关法律法规、行政法规、规范性文件 的规定和本所业务规则的要求,本着审慎性及重要性原则对公司本次差异化分红 有关的文件资料和事实进行了核查和验证,并就有关事项向公司有关人员作了询 ...

证券代码：603232 证券简称：格尔软件 公告编号：2025-027 格尔软件股份有限公司 2024年年度权益分派实施公告 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： 每股分配比例 A 股每股现金红利0.05元 相关日期 | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2025/6/24 | － | 2025/6/25 | 2025/6/25 | 差异化分红送转： 是 一、 通过分配方案的股东大会届次和日期 本次利润分配方案经公司2025 年 5 月 16 日的2024年年度股东大会审议通过。 二、 分配方案 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任公司上海分 公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。 公司回购专用账户中的股份及拟回购注销的限制性股份不参与本次权益分派。 3. 差异化分红送转方案： （1）本次差异化分红方案 根据公司 202 ...

Market Overview - The market experienced fluctuations with mixed performance across the three major indices, resulting in over 2800 stocks declining in the Shanghai, Shenzhen, and Beijing markets [1] - New consumption concepts surged, particularly in the IP economy and beauty care sectors, with several stocks hitting the daily limit up [1] - The innovative drug sector remained active, with companies like Haishi Ke and Aosaikang reaching the daily limit up [1] - Gold stocks collectively strengthened, while the shipping sector faced adjustments, with Lianyungang dropping over 7% [1] - Today's trading volume reached 1.3 trillion [1] Hot Sectors IP Economy - The IP economy sector continued to rise, with stocks like Yuanlong Yatu and Hars hitting the daily limit up [4] - The catalyst for this surge includes the continuous historical highs of Pop Mart's stock and a 30% increase in the overnight performance of Chinese concept stock Quantum Song [4] - The Chinese trendy toy market is expected to reach a market size of 110.1 billion by 2026, with a compound annual growth rate of 20% from 2024 to 2026 [5] Rare Earth Magnetic Materials - The rare earth magnetic materials sector remained active, with companies like Beikong Technology and Huayang New Materials achieving consecutive limit ups [6] - The Chinese government is reviewing export license applications for rare earth materials, having approved a certain number of compliant applications [6] - Market expectations of gradual relaxation of export controls are likely to push up prices of rare earth raw materials [7] Quantum Computing - The quantum computing sector saw significant gains, with stocks like Geer Software and Electronic City hitting the daily limit up [9] - Nvidia's CEO Huang Renxun stated that quantum computing is reaching a turning point and will be powerful enough to help solve complex global issues in the coming years [9] - The global quantum computing industry is projected to exceed $800 billion by 2035 [11]

Market Overview - On June 12, A-shares opened lower but closed higher, with the Shanghai Composite Index rising by 0.07% to 3404.66 points, the Shenzhen Component Index up by 0.05%, and the ChiNext Index increasing by 0.5% [1][2] - The total trading volume for A-shares reached 793.75 billion yuan for the half-day session [1] Monetary Policy - The People's Bank of China conducted a 7-day reverse repurchase operation of 119.3 billion yuan at a fixed rate of 1.40%, with a net withdrawal of 7.2 billion yuan for the day [2] Industry Developments - Shenzhen aims to become a global leader in artificial intelligence, implementing the "AI+" initiative and accelerating major AI infrastructure projects [3] - The Ministry of Industry and Information Technology emphasized the importance of timely payments in the automotive sector, particularly for new energy vehicles, to foster a collaborative ecosystem [3] Sector Performance - The computing power industry chain showed strength, with CPO-related stocks leading gains; Tianfu Communication and Lian Te Technology both surged over 10% [3] - Quantum technology stocks also performed well, with companies like Geer Software and Dongxin Peace hitting the daily limit [3] Quantum Technology Insights - Quantum computing is recognized for its strategic value and potential benefits, particularly in fields like pharmaceuticals and materials science [4] - Various countries are actively implementing supportive policies for the quantum computing sector [5] Company Highlights - **Sanwei Xinan**: Focuses on R&D in quantum-resistant cryptography and has developed next-generation cryptographic chips and privacy computing platforms [6][7] - **Dongxin Peace**: Expected to maintain stable growth in its smart card business and digital identity security, with a positive outlook on its fundamentals [7] - **Geer Software**: Anticipated to benefit from the accelerating demand for AI security solutions, positioning itself for growth [7] - **Jida Zhengyuan**: Integrates cryptography with AI and security chip design, aiming for rapid commercialization of its solutions [8]

Core Viewpoint - The quantum technology sector is experiencing a strong upward trend, with companies like Jida Zhengyuan and Geer Software hitting their daily price limits, indicating significant investor interest and market momentum [1] Group 1: Market Performance - Quantum technology stocks showed strong performance in early trading, with Jida Zhengyuan and Geer Software both reaching their daily limit up [1] - Other companies in the sector, such as Keda Guokuan, Shenzhou Information, Dahua Intelligent, and Guodun Quantum, also experienced price increases, reflecting a broader market enthusiasm for quantum technology [1] Group 2: Industry Developments - On June 11, during the VivaTech 2025 event, NVIDIA CEO Jensen Huang stated that quantum computing is at a turning point, suggesting a pivotal moment for the industry [1] - NVIDIA plans to collaborate with various quantum computing companies worldwide, indicating a strategic move to enhance its position in the quantum technology landscape [1]

Core Viewpoint - The quantum technology sector is experiencing significant stock price increases, driven by positive developments in quantum computing and strategic partnerships announced by industry leaders [1] Group 1: Stock Performance - Companies such as Geer Software (603232) and Jida Zhengyuan (003029) have reached their daily price limits, indicating strong investor interest [1] - Other companies in the sector, including Shenzhou Information (000555), Keda Technology (300520), Xiongdi Technology (300546), and Xin'an Century, have also seen notable price increases [1] Group 2: Market Drivers - Nvidia CEO Jensen Huang highlighted that quantum computing is reaching a turning point during his speech at GTC Paris, suggesting a pivotal moment for the industry [1] - Nvidia plans to collaborate with various quantum computing companies globally, which may enhance innovation and investment in the sector [1] Group 3: Investment Trends - There is a noticeable influx of dark pool capital into quantum technology stocks, indicating growing institutional interest and potential for further price appreciation [1]

证券代码：603232 证券简称：格尔软件 公告编号：2025-026 格尔软件股份有限公司 关于使用部分闲置募集资金进行现金管理的进展公 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： 一、公司前次使用暂时闲置募集资金购买理财产品到期赎回的情况 委托理财受托方：中信证券股份有限公司（以下简称"中信证券"） 本次委托理财金额：3,000 万元 委托理财产品名称：安泰保盈系列 1078 期收益凭证 委托理财期限：184 天 履行的审议程序：格尔软件股份有限公司（以下简称"公司"）于 2025 年 4 月 24 日召开了公司第八届董事会第二十七次会议、第八届监事会第十八次 会议，审议通过了《关于使用部分闲置募集资金进行现金管理的议案》。同 意公司使用总额不超过人民币 1.9 亿元（含 1.9 亿元）的闲置募集资金进行 现金管理，在 12 个月内（含 12 个月）该项资金额度可滚动使用（以保证募 集资金项目建设和使用为前提），并授权公司董事长在上述额度范围和时效 内行使该项投资决策权并签署相关合同文件，并由公司管 ...

Group 1 - The electronic ID concept sector rose by 2.60%, ranking 7th among concept sectors, with 38 stocks increasing, including Yuanwanggu hitting the daily limit, and Mind Electronics, Kexin Information, and Xiongdi Technology showing gains of 8.09%, 7.32%, and 5.33% respectively [1][2] - The sector experienced a net outflow of 51 million yuan in main funds, with 17 stocks receiving net inflows, led by Yuanwanggu with a net inflow of 71.37 million yuan [2][3] - The top three stocks by net inflow ratio were Yuanwanggu at 66.30%, Hanwang Technology at 6.06%, and Xinan Century at 5.68% [3][4] Group 2 - The electronic ID concept sector's performance was contrasted with other sectors, such as controllable nuclear fusion which rose by 5.14%, while generic drug consistency evaluation fell by 1.55% [2] - The trading volume and turnover rates varied among stocks, with Yuanwanggu showing a turnover rate of 2.47% and a daily increase of 10.07% [3][5] - Stocks like Geer Software and Jida Zhengyuan faced declines of 0.76% and 0.63% respectively, indicating mixed performance within the sector [1][5]

Market Performance - The main board led the gains with notable increases in stocks such as Geer Software (+10.01%), Xuguang Electronics (+8.33%), and Baoming Technology (+8.03) [1] - The ChiNext board saw significant growth with Dongtu Technology (+13.22%) and Fulede (+10.67%) leading the charge [1] - The Sci-Tech Innovation board also performed well, with Yinghantong (+8.09%) and Pinggao Co. (+7.26%) showing strong increases [1] - Active sub-industries included SW Other Communication Equipment (+2.71%) and SW Electronic Chemicals III (+0.06%) [1] Domestic News - Zhuzhou CRRC announced the construction of its third phase project, expected to start in November 2024, with production line operations anticipated by the end of 2025, focusing on 8-inch SiC wafers [1] - Guokemicro is planning to acquire a company engaged in specialty semiconductor wafer foundry and customized chip manufacturing through a share issuance and cash payment [1] - Lenovo reported a 23% increase in sales for Q4 FY2025, reaching approximately $17 billion, but net profit plummeted 64% to about $9 million, reflecting losses in derivative business and pricing pressures in the PC market [1] - Tianyue Advanced is advancing its expansion plan for 8-inch silicon carbide substrates at its Shanghai Lingang factory, with a phased approach to reach planned capacity [1] Company Announcements - Shengshi Technology announced the acquisition of three invention patents focused on security and customs clearance, applicable in airports, ports, and train stations [2] - Fujida declared a cash dividend of 1 yuan per 10 shares, totaling 18.77 million yuan based on a total share capital of 187,728,000 shares [2] - Luwei Optoelectronics announced a cash dividend of 3.00 yuan per 10 shares for the 2024 fiscal year [2] - Shiji Hengtong disclosed a pre-announcement of share reduction by a major shareholder, with a maximum of 1,953,966 shares (2.00% of total shares) to be reduced [2] Industry Developments - Meta is developing a new generation of smart glasses, expected to commercialize by 2026, enhancing the Live AI system's capabilities, particularly in facial recognition [3] - The South Korean government expressed concerns over potential U.S. tariffs on imported chips, warning of negative impacts on Korean investments in the U.S. and the complementary relationship between the two countries in the semiconductor industry [3] - ADI reported better-than-expected performance for Q2 FY2025, benefiting from a rebound in automotive and industrial demand, and raised its operational outlook [3] - In the flash memory market, some original manufacturers are facing delays in fulfilling DDR4 orders, with demand remaining strong as customers seek to secure supply [3]

Core Viewpoint - Geer Software focuses on the information security industry, emphasizing digital trust and data security, and aims to enhance its performance through technological advancements and market expansion [1][2]. Group 1: Company Performance - In 2024, Geer Software achieved an operating income of 529 million yuan, with a net profit attributable to shareholders of 36.81 million yuan and a non-recurring net profit of 15.69 million yuan [1]. - The company is committed to leveraging its advantages in cryptography technology while expanding into emerging security fields such as IoT, low-altitude economy, and artificial intelligence [1]. Group 2: Future Strategy - The company will adhere to the principles of "youthfulness, capitalization, digitalization, and standardization," focusing on cybersecurity and digital asset security [2]. - Geer Software aims to build a comprehensive strategic system covering cryptographic security, data security, digital transformation, and technological innovation through multi-business collaboration [2]. Group 3: Quantum Security Initiatives - Geer Software has completed upgrades to its entire line of cryptographic products to enhance quantum resistance capabilities, with plans to launch a series of quantum-safe products at an upcoming international technology trade fair [2]. - The company is one of the first in China to conduct research on quantum-resistant technology and has initiated pilot projects in banking and securities sectors [2][3]. - The market is optimistic about the prospects of quantum-resistant cryptography, especially as quantum computers pose a threat to traditional encryption methods [3].