一、变更部分募集资金投资项目的概述 （一）募集资金基本情况 核查意见 华泰联合证券有限责任公司 关于掌阅科技股份有限公司 变更部分募集资金投资项目的核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"或"保荐机构"）作为 掌阅科技股份有限公司（以下简称"掌阅科技"或"公司"）2020 年度非公开发行 A 股股票的保荐机构，根据《证券发行上市保荐业务管理办法》《上市公司监管指 引第 2 号——上市公司募集资金管理和使用的监管要求》《上海证券交易所股票 上市规则》《上海证券交易所上市公司自律监管指引第 11 号——持续督导》《上 海证券交易所上市公司自律监管指引第 1 号——规范运作》等有关规定，对掌阅 科技本次变更部分募集资金投资项目的事项进行审慎核查，具体核查情况如下： 经中国证券监督管理委员会《关于核准掌阅科技股份有限公司非公开发行股 票的批复》（证监许可[2020]3348 号）核准，公司非公开发行人民币普通股（A 股）股票 37,896,835 股，发行价为每股人民币 28.00 元，募集资金总额为人民币 1,061,111,380.00 元，扣除各项发行费用（不含税）人民币 23,410,54 ...

证券代码：603533 证券简称：掌阅科技 公告编号：2023-043 掌阅科技股份有限公司 第三届监事会第十五次会议决议公告 本公司监事会及全体监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。 二、监事会会议审议情况 表决结果：通过。 （一）审议通过了《2023 年半年度报告及其摘要》 表决情况：同意 3 票，反对 0 票，弃权 0 票。 监事会认为，公司 2023 年半年度报告的编制和审议程序符合法律、法规、 公司章程和公司内部管理制度的各项规定；报告的内容和格式符合中国证监会和 上海证券交易所的各项规定，内容真实、准确、完整地反映出本报告期内公司的 实际状况，不存在任何虚假记载、误导性陈述或者重大遗漏；没有发现参与报告 编制和审议的人员有违反保密规定的行为。 一、监事会会议召开情况 掌阅科技股份有限公司（以下简称"公司"）第三届监事会第十五次会议通知 及会议资料于 2023 年 8 月 18 日以邮件方式送达全体监事，本次会议于 2023 年 8 月 29 日以现场方式召开。本次监事会会议应出席监事 3 人，实际出席监事 3 人，会议由监事 ...

掌阅科技股份有限公司独立董事 2023 年 8 月 29 日 经审阅公司《2023 年半年度度募集资金存放与实际使用情况的专项报告》， 我们认为：公司严格按照《上市公司监管指引第 2 号——上市公司募集资金管理 和使用的监管要求》、《上海证券交易所上市公司自律监管指引第 1 号——规范运 作》、《募集资金管理制度》等相关规定管理公司募集资金专项账户。公司《2023 年半年度募集资金存放与实际使用情况的专项报告》内容真实、准确、完整，不 存在虚假记录、误导性陈述和重大遗漏。 二、关于变更部分募集资金投资项目的独立意见 经审阅，我们认为：本次变更部分募集资金用途是公司基于公司经营实际情 况和公司发展战略进行的必要调整，有助于提高募集资金使用效率。公司对变更 部分募集资金投资项目进行了充分的分析和论证，并已履行了必要的审议和决策 程序。本次变更部分募集资金投资项目符合《上市公司监管指引第 2 号——上市 公司募集资金管理和使用的监管要求》、《上海证券交易所上市公司自律监管指引 第 1 号——规范运作》等相关规定，符合公司和全体股东的利益，不存在损害股 东特别是中小股东利益的情况。同意公司本次变更部分募集资金用途的事 ...

证券代码：603533 证券简称：掌阅科技 公告编号：2023-042 掌阅科技股份有限公司 关于召开 2023 年第二次临时股东大会的通知 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、召开会议的基本情况 召开的日期时间：2023 年 9 月 15 日 14 点 30 分 召开地点：中国北京市朝阳区四惠东四惠大厦公司会议室 （五）网络投票的系统、起止日期和投票时间。 股东大会召开日期：2023年9月15日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自 2023 年 9 月 15 日 至 2023 年 9 月 15 日 （一）股东大会类型和届次 2023 年第二次临时股东大会 （二）股东大会召集人：董事会 （三）投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合 的方式 （四）现场会议召开的日期、时间和地点 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 598,143,484.55, representing a year-on-year increase of 14.94%[5] - The net profit attributable to shareholders for the same period was CNY 6,668,750.16, a significant increase of 144.53% compared to the previous year[5] - The basic earnings per share (EPS) rose to CNY 0.02, reflecting a growth of 166.67% year-on-year[5] - The net profit excluding non-recurring gains and losses was CNY 4,793,581.80, up 122.98% year-on-year[5] - Net profit for Q1 2023 was ¥8,261,390.53, a significant recovery from a net loss of ¥15,803,123.18 in Q1 2022[17] - The net profit attributable to the parent company for Q1 2023 was ¥6,668,750.16, a significant improvement from a net loss of ¥14,976,309.77 in Q1 2022, marking a turnaround of approximately 144.6%[18] - The total comprehensive income for Q1 2023 was ¥7,869,706.03, a significant recovery from a loss of ¥15,930,391.84 in Q1 2022[18] Cash Flow and Assets - The net cash flow from operating activities decreased by 83.74% to CNY 7,458,344.41, primarily due to increased cash payments related to operating activities[6] - Current assets totaled ¥2,431,445,336.35, a decline of 13.54% from ¥2,813,466,723.37 at the end of 2022[13] - Cash and cash equivalents were reported at ¥1,966,360,047.00, down from ¥2,216,019,170.89 at the end of 2022, a decrease of 11.27%[12] - The net cash flow from operating activities for Q1 2023 was ¥7,458,344.41, compared to ¥45,860,159.47 in Q1 2022, indicating a decline of approximately 83.8%[20] - Cash and cash equivalents at the end of Q1 2023 stood at ¥1,461,360,047.01, an increase from ¥1,293,492,880.40 at the end of Q1 2022, reflecting a growth of about 12.9%[21] - The company reported a net cash inflow from investment activities of ¥57,614,098.45 in Q1 2023, a recovery from a net outflow of ¥35,124,751.66 in Q1 2022[21] Costs and Liabilities - Total operating costs for Q1 2023 were ¥596,075,353.85, up from ¥552,640,376.99 in Q1 2022, reflecting a year-over-year increase of 7.87%[17] - The company's total liabilities decreased to ¥708,089,347.33 from ¥806,049,799.69, indicating a reduction of 12.16%[14] - The company reported a significant reduction in employee compensation liabilities, which fell to ¥31,558,964.74 from ¥79,928,673.74 in the previous quarter[14] - The cash outflow for operating activities in Q1 2023 was ¥739,680,483.26, up from ¥509,883,409.94 in Q1 2022, reflecting an increase of about 45%[20] - The company reported a decrease in tax payments, with cash paid for taxes amounting to ¥7,298,930.60 in Q1 2023, down from ¥26,997,435.23 in Q1 2022, indicating a reduction of approximately 73%[21] Strategic Focus and Development - The company is focusing on strategic transformation by enhancing free reading services and improving operational capabilities in the digital reading sector[10] - Increased investment in research and development is aimed at accelerating the optimization of AI models in the digital reading vertical[10] - The company aims to upgrade from a leading digital reading platform to a leading intelligent reading platform, leveraging data and scenario advantages[10] - Research and development expenses for Q1 2023 were ¥56,746,013.40, an increase of 27.38% compared to ¥44,516,227.11 in Q1 2022[17] Asset Overview - The total assets at the end of the reporting period were CNY 3,312,846,191.47, down 2.65% from the end of the previous year[6] - The company's total assets decreased to ¥3,312,846,191.47 as of March 31, 2023, down from ¥3,402,936,937.79 at the end of 2022[14] - Non-current assets increased to ¥881,400,855.12, up from ¥589,470,214.42 at the end of 2022, marking a growth of 49.54%[13]

Financial Performance - The company's operating revenue for 2022 was RMB 2,582,417,416.40, representing a 24.71% increase compared to RMB 2,070,784,337.34 in 2021[23] - The net profit attributable to shareholders of the listed company decreased by 61.77% to RMB 57,577,154.32 from RMB 150,604,584.97 in the previous year[23] - The net profit attributable to shareholders after deducting non-recurring gains and losses fell by 69.75% to RMB 45,717,161.02 from RMB 151,112,323.47 in 2021[23] - The basic earnings per share for 2022 was CNY 0.13, down 62.86% from CNY 0.35 in 2021[24] - The company's revenue for 2022 was CNY 2,582.42 million, representing a year-on-year growth of 24.71%[33] - The net profit attributable to shareholders for 2022 was CNY 57.58 million, a decrease of 61.77% compared to the previous year[33] - The weighted average return on equity decreased to 2.25% in 2022, down 4.20 percentage points from 6.45% in 2021[24] - The company reported a total comprehensive income of CNY 59,001,059.58, compared to CNY 141,402,956.50 in the previous year[183] Cash Flow and Assets - The net cash flow from operating activities increased by 36.49% to RMB 142,103,839.61 compared to RMB 104,116,489.76 in 2021[23] - The total assets at the end of 2022 were RMB 3,402,936,937.79, a decrease of 1.45% from RMB 3,452,833,458.53 at the end of 2021[23] - The total cash inflow from operating activities for 2022 was CNY 2,689,563,984.92, an increase of 18.8% from CNY 2,264,375,366.12 in 2021[190] - The total cash and cash equivalents at the end of 2022 amounted to CNY 1,395,911,572.89, up from CNY 1,283,736,511.81 in 2021[191] - Total current assets as of December 31, 2022, amounted to CNY 2,813,466,723.37, an increase from CNY 2,734,507,546.24 in 2021, reflecting a growth of approximately 2.9%[173] - Total liabilities decreased to CNY 794,108,889.63 in 2022 from CNY 620,066,258.90 in 2021, indicating a reduction in financial obligations[179] Research and Development - The company increased its R&D expenses significantly, with growth rates of 124.81%, 33.96%, and 28.60% compared to the previous year[34] - Research and development expenses rose by 28.60% to CNY 218,803,487.22, indicating a commitment to enhancing technological infrastructure[52] - The total R&D expenses for the period were 218,803,487.22 yuan, representing 8.47% of the operating revenue[62] User Engagement and Market Position - The average monthly active users reached 170 million in 2022, indicating a strong user engagement[34] - The average mobile internet user in China spent 177.3 hours online in December 2022, a year-on-year increase of 15.2%, indicating growing user engagement[43] - The company reported a significant increase in user retention rates, now at 85%, reflecting improved customer satisfaction[92] Strategic Initiatives and Future Plans - The company plans to distribute a cash dividend of RMB 1.5 per 10 shares to all shareholders, with no bonus shares or capital reserve conversion[5] - The company aims to enhance its operational capabilities and optimize product experience while expanding its free reading business[78] - The company plans to increase investment in AI technology research and development to deepen the application of AIGC in digital reading[78] - Future guidance suggests a revenue growth target of 10% for 2023, driven by new product introductions and market expansion strategies[90] Risks and Challenges - The company faces risks from regulatory changes in the digital reading industry that could impact its business operations[80] - The company is also challenged by increasing competition in the digital reading market, which may affect its market position[80] - Rising marketing costs could negatively impact the company's profitability as it seeks to penetrate the user base[80] - The company is at risk of copyright infringement issues that could harm its sales revenue and overall performance[81] Governance and Compliance - The company has maintained a standard unqualified audit opinion from its accounting firm, ensuring the accuracy and completeness of the financial report[4] - The company has not engaged in any related party transactions that would affect its independence[85] - The company has continued to ensure compliance with information disclosure obligations as per relevant laws and regulations[85] - The company has not reported any changes in the shareholding of its directors and senior management during the reporting period[88] Shareholder Information - The total number of employees in the parent company and major subsidiaries is 846, with 592 in the parent company and 254 in subsidiaries[103] - The company reported a total of 93,352,370 shares held by the chairman and general manager, with no change during the reporting period[88] - The top ten shareholders collectively hold 43.93% of the company's shares, with Zhang Lingyun and Cheng Xiangjun being the largest shareholders[144] Environmental and Social Responsibility - The company continues to provide digital reading services, which helps reduce paper book production and CO2 emissions[118] - The company actively participates in social welfare projects, including a program that provides job opportunities for disabled individuals, with some earning over 5,000元 per month[120]

证券代码：603533 证券简称：掌阅科技 公告编号：2023-018 掌阅科技股份有限公司 关于召开 2022 年度业绩说明会的公告 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。 重要内容提示： 投资者可于 2023 年 4 月 17 日至 4 月 21 日 16:00 前登录上证路演中心网 站首页点击"提问预征集"栏目或通过公司邮箱 ir@zhangyue.com 进行提问。公 司将在 2022 年度业绩说明会上对投资者普遍关注的问题进行回答。 三、参加人员 一、说明会类型 本次业绩说明会以网络互动方式召开，公司将针对 2022 年度的经营成果及 财务指标的具体情况与投资者进行互动交流和沟通，在信息披露允许的范围内就 投资者普遍关注的问题进行回答。 二、说明会召开的时间、地点 1、会议召开时间：2023 年 4 月 24 日下午 16:00–17:00 2、会议召开地点：上海证券交易所上证路演中心 1 会议召开时间：2023 年 4 月 24 日（星期一）下午 16:00–17:00 召开地点：上海证券交易所上证路演中心 ...

Financial Performance - The company's operating revenue for Q3 2022 was ¥677,764,587.01, representing a year-on-year increase of 34.89%[5] - The net profit attributable to shareholders for Q3 2022 was a loss of ¥1,430,787.39, a decrease of 109.58% compared to the same period last year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses for Q3 2022 was a loss of ¥914,820.30, down 106.15% year-on-year[9] - The basic earnings per share for Q3 2022 was -¥0.003, reflecting a decrease of 110.00% compared to the previous year[9] - The net profit for the third quarter of 2022 was CNY 36,769,313.66, a decrease from CNY 151,165,133.83 in the same period of 2021, representing a decline of approximately 75.7%[39] - The total comprehensive income for the third quarter of 2022 was CNY 38,190,785.60, compared to CNY 151,203,866.37 in the previous year, indicating a decrease of about 74.7%[39] - The operating profit for the third quarter of 2022 was CNY 36,961,108.24, down from CNY 181,592,945.13 in the same quarter of 2021, reflecting a decline of approximately 79.7%[39] - Basic earnings per share for the third quarter of 2022 were CNY 0.09, down from CNY 0.35 in the same quarter of 2021[39] Assets and Liabilities - The total assets at the end of Q3 2022 were ¥3,336,881,160.09, a decrease of 3.36% from the end of the previous year[9] - The total assets as of September 30, 2022, were ¥3,336,881,160.09, a decrease from ¥3,452,833,458.53 at the end of the previous period[32] - The total liabilities decreased from ¥899,021,916.61 to ¥760,804,295.97[29] - The company’s total liabilities decreased to CNY 1,261,209,481.07 at the end of the third quarter of 2022, compared to CNY 1,283,736,511.81 at the beginning of the year[45] Cash Flow - The company's cash flow from operating activities for the year-to-date was ¥2,091,284.78, down 98.40% year-on-year[9] - Cash flow from operating activities for the first three quarters of 2022 was CNY 1,920,618,698.24, an increase from CNY 1,768,973,139.43 in the same period of 2021[43] - The cash flow from investing activities showed a net outflow of CNY 3,798,480.35 in the third quarter of 2022, compared to a net outflow of CNY 516,468,241.32 in the same period of 2021[43] - The company reported a decrease in cash and cash equivalents at the end of the third quarter of 2022, totaling CNY 1,261,209,481.07, compared to CNY 1,245,303,456.31 at the end of the same period in 2021[45] - The company reported a foreign exchange impact on cash and cash equivalents of CNY 562,358.46 in the third quarter of 2022[45] Shareholder Information - The company reported a total of 42,092 common shareholders at the end of the reporting period[15] - The top three shareholders held a combined 54.20% of the company's shares, with Zhang Lingyun holding 22.66% and Cheng Xiangjun holding 21.27%[15] Expenses and Investments - The company experienced significant marketing and organizational development expenses, impacting profitability[13] - Sales expenses, management expenses, and R&D expenses increased by 142.98%, 45.75%, and 17.37% respectively compared to the same period last year[22] - The company’s net profit for the first three quarters was impacted by increased short-term investments in marketing and technology infrastructure[22] - The long-term equity investment increased from ¥241,351,983.33 to ¥255,675,480.12[27] Business Strategy - The company is focusing on transforming its business model to a digital reading platform driven by free reading[22] - The company aims to continue enhancing its marketing efforts and organizational structure for long-term growth[22] Revenue Growth - The company's revenue for the first three quarters increased by 16.68% year-on-year, reaching ¥1,863,054,898.75[33] - In Q3 alone, revenue grew by 34.89% compared to the same period last year[22] - The company received government subsidies amounting to ¥409,609.98 during the reporting period[10] - The company received CNY 1,898,040,321.87 in cash from sales of goods and services during the first three quarters of 2022, an increase from CNY 1,745,434,821.77 in the same period of 2021[41]

Financial Performance - The company's operating revenue for the first half of 2022 was CNY 1,185,290,311.74, representing an increase of 8.31% compared to CNY 1,094,323,030.77 in the same period last year[32]. - Net profit attributable to shareholders decreased by 70.32% to CNY 39,716,109.41 from CNY 133,813,325.46 year-on-year[32]. - The net cash flow from operating activities dropped by 58.72% to CNY 50,028,097.77 compared to CNY 121,191,590.20 in the previous year[32]. - Basic earnings per share fell by 70.97% to CNY 0.09 from CNY 0.31 in the same period last year[32]. - The company reported a decrease in the weighted average return on equity by 4.55 percentage points to 1.55% compared to 6.10% in the previous year[32]. - The total comprehensive income for the first half of 2022 was approximately ¥37.95 million, compared to ¥135.44 million in the previous year, reflecting a significant decline[140]. - The company reported a net profit of approximately ¥1.16 million for the current period, compared to ¥100.81 million in the previous year, indicating a substantial decline[144]. Revenue and Costs - Total operating revenue for the first half of 2022 reached ¥1,185,290,311.74, an increase of 8.3% compared to ¥1,094,323,030.77 in the same period of 2021[131]. - Total operating costs for the first half of 2022 were ¥1,164,853,567.11, up from ¥950,349,960.58 in the first half of 2021[131]. - Sales expenses increased by 144.36% to 648,856,893.19 CNY, driven by intensified marketing efforts[51]. - The company reported a significant increase in other receivables, rising to CNY 10,065,353.84 from CNY 7,003,064.61, a growth of approximately 43.9%[112]. Investments and Assets - The company made a new equity investment of 1.47 million RMB during the reporting period, a decrease of 94.49% compared to 26.66 million RMB in the same period last year[60]. - The total assets of the company reached CNY 3,470,757,057.33, compared to CNY 3,452,833,458.53 at the beginning of the period, indicating a slight increase[114]. - The company's cash and cash equivalents were reported at CNY 2,209,041,628.12, a decrease from CNY 2,254,274,469.38[112]. - The total current assets as of June 30, 2022, amounted to CNY 2,809,111,675.97, an increase from CNY 2,734,507,546.24 at the beginning of the period[112]. Corporate Governance and Compliance - The board of directors confirmed the authenticity, accuracy, and completeness of the semi-annual report, with no significant omissions or misleading statements[5]. - The report has not been audited, and the responsible persons have confirmed the financial report's authenticity and accuracy[7]. - The company has made commitments to ensure that any necessary related party transactions are conducted fairly and transparently[87]. - The actual controllers have pledged to prevent any non-operational occupation of the company's funds or assets[88]. Market and Industry Context - The digital reading industry in China saw a revenue scale of CNY 415.7 billion in 2021, with an overall growth rate of 18.23%[42]. - The number of digital reading users in China reached 506 million in 2021, with a growth rate of 2.43%[42]. - The company faces risks from regulatory adjustments in the digital reading industry, which could impact business stability and operations[63]. - Increased competition in the digital reading market poses a risk to the company's market position and operational performance[64]. Social Responsibility and Environmental Commitment - The company is committed to reducing carbon emissions by promoting digital reading, which decreases the need for paper books[76]. - The company has maintained and updated reading rooms in impoverished areas and implemented training programs for disabled individuals to help them gain employment[77]. Shareholder Information - The total number of common shareholders was 44,066[102]. - The top two shareholders, Zhang Lingyun and Cheng Xiangjun, collectively held 192,803,419 shares, accounting for 43.93% of the company's total equity[104]. - The company reported a profit distribution of CNY -17,555,873.40 to shareholders, indicating a loss in profit allocation for the period[169].