保荐总结报告书 | 保荐机构名称 | 华泰联合证券有限责任公司 | | --- | --- | | 保荐机构编号 | Z26774000 | 一、保荐机构及保荐代表人承诺 1、保荐总结报告书和证明文件及其相关资料的内容不存在虚假记载、误导 性陈述或重大遗漏，保荐机构及保荐代表人对其真实性、准确性、完整性承担法 律责任。 2、本机构及本人自愿接受中国证券监督管理委员会（以下简称"中国证监 会"）、上海证券交易所对保荐总结报告书相关事项进行的任何质询和调查。 3、本机构及本人自愿接受中国证监会按照《证券发行上市保荐业务管理办 法》的有关规定采取的监管措施。 二、保荐机构基本情况 | 情况 | 内容 | | --- | --- | | 保荐机构名称 | 华泰联合证券有限责任公司 | | 注册地址 | 深圳市前海深港合作区南山街道桂湾五路 128 号前海深港基金小 | | | 镇 栋 B7 401 | | 主要办公地址 | 深圳市福田区莲花街道益田路 5999 号基金大厦 27 层 | | 法定代表人 | 江禹 | | 联系人 | 孙科、张延恒 | | 联系电话 | 0755-81902000 | 华泰联合证券有限责 ...

华泰联合证券有限责任公司 关于广州中望龙腾软件股份有限公司 2024 年度持续督导跟踪报告 （一）业绩持续亏损的风险 由于目前公司产品在综合性能方面较国外竞争对手的龙头产品仍有较大的 差距，公司需要维持高水平研发投入，确保产品能以更快的速度迭代升级，因此 报告期内公司扣非后归属于母公司净利润仍亏损。因此，若公司研发不达预期或 研发失败，研发对产品的竞争力提高有限，导致营业收入不能快速增长，则公司 业绩存在持续亏损的风险。 | 保荐机构名称：华泰联合证券有限责任公司 | 被保荐公司简称：广州中望龙腾软件股份有 | | --- | --- | | | 限公司 | | 保荐代表人姓名：孙科 | 联系电话：0755-81902000 | | 保荐代表人姓名：张延恒 | 联系电话：0755-81902000 | 根据《证券法》《证券发行上市保荐业务管理办法》和《上海证券交易所科 创板股票上市规则》等有关法律、法规的规定，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"）作为广州中望龙腾软件股份有限公司 （以下简称"中望软件"、"公司"或"发行人"）首次公开发行股票的保荐机构， 对中望软件进行持续督导， ...

Investment Rating - The investment rating for the company is "Accumulate" (首次覆盖) [4] Core Views - The company achieved a total operating revenue of 888 million yuan in 2024, representing a year-on-year growth of 7.31%, while the net profit attributable to the parent company was 63.96 million yuan, up 4.17% year-on-year [4][6] - In Q1 2025, the company reported an operating revenue of 126 million yuan, a year-on-year increase of 4.56%, but the net profit attributable to the parent company was -47.97 million yuan, showing a decline [4][6] - The company focuses on CAx core technologies, with significant growth in 3D CAD/CAE products, achieving a revenue growth of 29.21% and 36.23% respectively in 2024 [6][7] - The overseas business has been expanding, with a revenue growth of 28.77% in 2024, and a gross margin increase of 0.38% to 99.35% [6][7] - The company plans to distribute a cash dividend of 5 yuan (including tax) for every 10 shares to all shareholders, which accounts for 94.35% of the net profit attributable to the parent company in 2024 [6][7] Financial Performance Summary - The company is projected to achieve net profits of 85 million yuan, 111 million yuan, and 137 million yuan for the years 2025, 2026, and 2027 respectively [7] - The expected EPS for 2025, 2026, and 2027 is 0.70 yuan, 0.91 yuan, and 1.13 yuan respectively [7] - The company’s P/E ratios for 2025, 2026, and 2027 are projected to be 128.5, 98.7, and 80.1 respectively, while the P/S ratios are expected to be 10.7, 9.3, and 8.3 [7][8]

Group 1: Ziguang Guowei (紫光国微) - The company is actively building a second growth curve after the change of its controlling shareholder, focusing on special integrated circuits, intelligent security chips, and quartz crystal frequency devices over the next 3-5 years [1] - In 2024, the company plans to acquire two companies to strengthen its automotive controller chip and intelligent security chip businesses, and establish a new company to expand quartz crystal frequency device production [1] - The company is transferring and deregistering some subsidiaries to focus on its core business, with a significant change in orders for special integrated circuits expected in 2025, although gross margins may decline [1] - The company is increasing R&D investment in high-reliability markets and plans to launch more products such as FPGA and memory [1] - A stock buyback plan of 100-200 million yuan is in progress for equity incentives or employee stock ownership plans [1] Group 2: Zhongwang Software (中望软件) - The company primarily provides electrical design software and engineering digital solutions for the energy and power sector [2] Group 3: Institutional Overview - Shanghai Chongyang Investment Management Co., Ltd. was established in 2009 based on Shanghai Chongyang Investment Co., Ltd., founded in 2001, and operates as a limited liability company with a partnership model [3] - The company focuses on managing financial wealth for clients using various standardized financial tools, aiming for sustainable asset growth and becoming a competitive professional asset management firm [3] - Chongyang Investment emphasizes research-driven investment and the importance of a rigorous and scientific investment process [3]

Summary of Zhongwang Software Conference Call Company Overview - Zhongwang Software has undergone internal adjustments, reducing its workforce from a peak of 2,100 to approximately 1,800 employees, enhancing operational efficiency through strategic planning and advanced management systems [1][3] Core Business Focus - The company aims to refocus on its core CAD business, aspiring to become a leading CAD vendor globally, optimizing its geometric kernel, and advancing related product lines [1][5] - A significant shift in the business model is underway to improve per capita output and long-term competitiveness [1][5] International Market Strategy - Zhongwang has established a comprehensive framework for international markets, with a distribution model accounting for over 90% of its performance [1][6] - The company is actively promoting international business development through frequent high-level visits to key markets, including the US, Mexico, Europe, and the Middle East [1][6] Product Development and Growth - The 3D product line is projected to grow nearly 30% in 2024, although future growth will depend on product breakthroughs due to diminishing policy support [1][7] - The FM project is a critical initiative for 3D product development, expected to be available to select users by September 2025 and officially launched in the first half of 2026 [1][9] Financial Performance - In Q1 2025, Zhongwang reported single-digit growth with a decline in profits; however, net profit excluding non-recurring items increased [2] - The company has implemented a personnel control strategy to enhance efficiency while achieving business growth, with channel business share rising from 9% in 2023 to 14% in 2024 [1][10] AI and Technology Strategy - Zhongwang maintains a neutral stance on AI, believing current AI-generated value does not meet customer expectations; the focus will be on 3D technology in 2025, with plans to fully invest in AI by 2026 [4][19] - The company is exploring AI applications to enhance internal efficiency before fully integrating AI into its offerings [19] Distribution and Profitability - The growth of the distribution business is expected to enhance gross margins and net profits, with international distribution margins being approximately double those of direct sales in China [4][22] - The company plans to increase its distribution share in the Chinese market to 50% over the next few years [4][15] Product Improvements - The new version of Zhongwang 3D aims for improved stability and enhanced modeling capabilities, supporting up to 8,000 steps in complex designs [23] Market Trends and Challenges - The domestic 2D market remains stable, with no significant decline, while the education sector has faced challenges due to policy changes [31][33] - The company is actively addressing the decline in the education sector and anticipates recovery in the latter half of 2025 [33] Future Outlook - Zhongwang's overseas business currently accounts for nearly 25% of total revenue, with plans to increase this share by investing in markets such as Japan, Southeast Asia, and Europe [35] - The company is focused on long-term growth and improving investor returns despite short-term stock price fluctuations [24][36]

Investment Rating - The investment rating for the company is "Buy" with a current price of 94.66 CNY and a fair value of 110.34 CNY [3]. Core Views - The company is expected to continue experiencing high growth in its overseas markets, while domestic demand still has room for contribution. The overall revenue growth is projected to be steady, with a focus on optimizing core products and expanding into international markets [1][7]. Financial Performance Summary - In 2024, the company reported a revenue of 888 million CNY, a year-on-year increase of 7.31%, and a net profit attributable to shareholders of 64 million CNY, up 4.17% year-on-year. The first quarter of 2025 saw a revenue of 126 million CNY, reflecting a 4.56% year-on-year growth [7][8]. - The company’s revenue is projected to grow from 1.03 billion CNY in 2025 to 1.56 billion CNY in 2027, with respective growth rates of 15.9%, 22.2%, and 23.9% [2][20]. Revenue Breakdown - The revenue from standard general software reached 769 million CNY in 2024, with a growth of 9.93%. The 3D product revenue was 242 million CNY, growing by 29.21% [11]. - The overseas revenue for 2024 was 202 million CNY, marking a 28.77% increase, which accounted for 22.8% of total revenue [19]. Profitability Metrics - The company’s EBITDA for 2024 was 79 million CNY, with a projected increase to 132 million CNY in 2025. The net profit margin is expected to improve significantly in the coming years, with net profits projected to reach 275 million CNY by 2027 [2][20]. Cost Management - The company has managed to reduce its sales expenses by 4.87% year-on-year, while R&D expenses increased by 14.45%, reflecting a focus on innovation and product development [10][19]. Market Position and Strategy - The company is positioned as a leading player in the CAD software market, with a strong emphasis on 3D product development. The strategy includes enhancing product capabilities and expanding into high-end manufacturing sectors [19][24]. - The company’s global expansion strategy has shown initial success, with significant revenue growth in overseas markets, particularly in the Asia-Pacific, Europe, and Americas regions [19]. Valuation Analysis - The company is valued at a PS ratio of 13x for 2025, reflecting its unique position as the only A-share listed company with self-controlled 3D CAD software capabilities. This valuation corresponds to a fair value of 110.34 CNY per share [24].

Investment Rating - The report maintains a "Recommendation" rating for the company [1] Core Views - The company achieved a stable revenue growth with a 2024 revenue of 888 million yuan, representing a year-on-year increase of 7.31% [4][7] - The net profit attributable to shareholders for 2024 was 64 million yuan, up 4.17% year-on-year [4][7] - The company is expanding its Xinchuang ecosystem, enhancing its CAD product capabilities based on the Linux platform [10] - The report projects net profits for 2025-2027 to be 81 million yuan, 105 million yuan, and 137 million yuan respectively, with corresponding EPS of 0.67, 0.87, and 1.13 yuan [10] Revenue and Profit Summary - In 2024, the company's revenue from standard general software was 769 million yuan, a 9.93% increase, with specific product revenues as follows: 2D CAD at 482 million yuan, 3D CAD at 242 million yuan, and CAE at 973.84 thousand yuan [7][8] - The gross margin for 2024 improved by 0.75 percentage points, while the expense ratio decreased by 0.47 percentage points [7] Financial Projections - The company forecasts revenue growth rates of 17.8%, 19.4%, and 21.5% for 2025, 2026, and 2027 respectively [12] - The projected net profit growth rates for the same years are 26.9%, 29.4%, and 30.4% [12] - The report indicates a steady increase in the company's return on equity (ROE), expected to reach 4.6% by 2027 [12] Cash Flow and Financial Ratios - The operating cash flow is projected to turn positive in 2025, reaching 169 million yuan [13] - The company maintains a strong liquidity position with a current ratio of 5.7 in 2024, expected to decrease gradually to 4.8 by 2027 [12] - The debt-to-asset ratio is low at 15.0% for 2024, projected to rise to 19.3% by 2027 [12]

Investment Rating - The report maintains a "Recommendation" rating for the company [1][12] Core Views - The company achieved a stable revenue growth, with a reported revenue of 888 million yuan in 2024, representing a year-on-year increase of 7.31%. The growth is attributed to the continuation of a major client strategy and the optimization of core product performance [4][7] - The net profit attributable to the parent company for 2024 was 64 million yuan, reflecting a year-on-year growth of 4.17%. The company focused on resource allocation and cost optimization, leading to improved profitability [4][7] - The company is expanding its CAx integrated solution offerings and enhancing its product capabilities in the 2D CAD, 3D CAD, and CAE fields, which are expected to support its long-term sustainable development [7][8] - The company is further expanding its Xinchuang ecosystem, significantly improving its CAD product capabilities based on the Linux platform, which enhances its competitive edge in the CAD Xinchuang field [8] Financial Summary - For 2024, the company reported a revenue of 888 million yuan and a net profit of 64 million yuan. The revenue is projected to grow to 1.05 billion yuan in 2025 and 1.37 billion yuan in 2027, with corresponding EPS of 0.67 yuan and 1.13 yuan [4][9] - The gross margin for 2024 improved by 0.75 percentage points, while the expense ratio decreased by 0.47 percentage points, indicating better cost management [7][10] - The company's total assets are projected to increase from 3.17 billion yuan in 2024 to 3.64 billion yuan in 2027, with a stable debt ratio of around 15% to 19% over the same period [9][10] Growth Projections - The company expects a revenue growth rate of 17.8% in 2025, 19.4% in 2026, and 21.5% in 2027, indicating a strong growth trajectory [10] - The net profit growth is projected to be 26.9% in 2025, 29.4% in 2026, and 30.4% in 2027, reflecting the company's focus on enhancing profitability [10] Valuation Metrics - The report estimates the P/E ratios for 2025, 2026, and 2027 to be approximately 134.7, 104.1, and 79.8 respectively, suggesting a favorable valuation outlook as earnings grow [10][11]

Investment Rating - The report maintains a "Buy" rating for the company [3][5]. Core Viewpoints - The company's 2024 annual report shows that it achieved operating revenue of 888 million yuan, a year-on-year increase of 7.31%, and a net profit attributable to shareholders of 64 million yuan, up 4.17% year-on-year, which aligns with expectations [1]. - The 2D product line provides a stable revenue base, while the 3D products are the main growth driver, with 3D CAD product revenue increasing by 29% year-on-year [1]. - The overseas business has shown rapid growth, with a main business revenue growth rate of 28.77% in 2024, contributing positively to overall performance [2]. - Continuous investment in R&D is aimed at solidifying competitive barriers in the CAx field, focusing on an integrated CAx solution that enhances product differentiation [3]. Financial Summary - In 2024, the company reported operating revenue of 888 million yuan, with a growth rate of 7.3% year-on-year, and a net profit of 64 million yuan, reflecting a growth rate of 4.2% year-on-year [4]. - The projected net profits for 2025, 2026, and 2027 are estimated to be 71 million yuan, 82 million yuan, and 92 million yuan respectively [3][4]. - The earnings per share (EPS) for 2024 is projected at 0.53 yuan, with a net asset return rate of 2.4% [4].

Core Viewpoint - Zhongwang Software announced the termination of its 2022 employee stock ownership plan due to unmet performance conditions across all three vesting periods, reflecting a significant decline in financial performance since its IPO [1][5]. Group 1: Employee Stock Ownership Plan - The 2022 employee stock ownership plan had ambitious revenue growth targets of 30%, 69%, and 119.7% for the years 2022, 2023, and 2024, respectively, with trigger values set at 25%, 56.25%, and 95.31% [2][3]. - The plan's termination was attributed to the failure to meet these performance conditions, with revenue growth rates of -2.86%, 33.76%, and 43.46% from 2021 to 2024 [5]. - Despite the plan's termination, employees participating in the plan still hold shares with a market value exceeding 100% of their purchase price, although the company faces a nearly 30% loss on the repurchased shares used for the plan [6][5]. Group 2: Financial Performance - Zhongwang Software's revenue from 2021 to 2024 was reported as 619 million, 601 million, 828 million, and 888 million yuan, respectively, indicating a decline in 2022 followed by modest recovery [5][7]. - The company reported a net profit of only 600,000 yuan in 2022, a 96.7% decrease year-on-year, while the non-recurring net profit showed losses of 67.41 million yuan, a 167.82% decline [7][8]. - In 2024, the company received over 65 million yuan in government subsidies, which exceeded its net profit of 63.96 million yuan, highlighting reliance on external financial support [7][8]. Group 3: Cost Structure and Profitability - Research and development expenses have been increasing significantly, with amounts rising from 203 million yuan in 2021 to 446 million yuan in 2024, leading to a net profit margin decline from 29.36% to 5.45% [10][11]. - The company has also faced challenges with goodwill impairment, particularly following the acquisition of Beijing Bochao Software, which resulted in a goodwill impairment of 1.67 million yuan [11]. - Despite these challenges, the company maintains a strong cash position, with 1.97 billion yuan in cash and short-term investments, and minimal debt [11]. Group 4: Market Position and Future Outlook - Zhongwang Software operates in a competitive environment with increasing domestic software replacement, yet it has not capitalized on this trend effectively in recent years [9][12]. - The CAD industry has seen a cooling in investment activity since 2024, which may impact future growth prospects for Zhongwang Software [9][12]. - Analysts suggest that the company could benefit from its technological advantages and market position as the industry undergoes a rationalization phase [12].