华泰联合证券有限责任公司 截至本跟踪报告出具日，公司面临的风险因素主要如下： （一）业绩持续亏损的风险 关于广州中望龙腾软件股份有限公司 2023 年半年度持续督导跟踪报告 | 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，并出具本持续督导跟踪报告。 一、保荐机构和保荐代表人发现的问题及整改情况 无。 二、重大风险事项 因国内外整体经济形势的长周期复苏、国际贸易纠纷的持续演化、中小制造 业企业面临的经营压力以及国内房地产行业的结构性调整在内的多维度因素，短 时间内工业软件 ...

（一）《关于部分募投项目结项并将节余募集资金永久补充流动资金以及 部分募投项目延期的议案》 监事会认为：根据《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》等相关法律法规及公司《募集资金管理制度》的规定，公司审议的《关于部 分募投项目结项并将节余募集资金永久补充流动资金以及部分募投项目延期的 议案》，是根据公司实际经营情况并结合行业未来发展后作出的审慎分析判断， 有利于进一步提高募集资金使用效率，提升公司经营效益。不存在变相改变募集 资金用途和损害公司及全体股东，特别是中小股东利益的情形。 第五届监事会第二十四次会议决议公告 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个别及连带责任。 一、 监事会会议召开情况 广州中望龙腾软件股份有限公司（以下简称"公司"）第五届监事会第二十四 次会议（以下简称"本次会议"）通知于 2023 年 8 月 12 日以书面方式送达全体监 事。本次会议于 2023 年 8 月 17 日以现场的方式召开，由公司监事会主席 ...

一、募集资金基本情况 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 部分募投项目结项并将节余募集资金永久补充流动资金以 及部分募投项目延期的核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"、"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"）首次公开 发行股票并在科创板上市持续督导阶段的保荐机构，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（2022 年修订）》《上海证券交易所科创板股票上市规则》《上海证券交易 所科创板上市公司自律监管规则适用指引第 1 号——规范运作》等相关法律、法 规和规范性文件的规定，就公司部分募投项目结项并将节余募集资金永久补充流 动资金以及部分募投项目延期的事项进行了核查，具体情况如下： 二、募集资金投资项目情况 根据公司披露的《首次公开发行股票并在科创板上市招股说明书》及《关于 部分募投项目结项、使用超募资金增加部分募投项目拟投资额、增加募投项目实 施主体及募集资金专户的公告》（公告编号：2022-061），公司首次公开发行股 票募集资金投资项目及募集资金使用计 ...

证券代码：688083 证券简称：中望软件 公告编号：2023-035 广州中望龙腾软件股份有限公司股东及董监高减 持股份进展公告 股东厦门梦泽投资咨询合伙企业（有限合伙）、厦门森希投资合伙企业（有 限合伙）、厦门硕裕投资合伙企业（有限合伙）、厦门雷骏投资合伙企业（有限合 伙）、深圳市达晨晨鹰三号股权投资企业（有限合伙）、深圳市达晨创通股权投资 企业（有限合伙）、刘玉峰先生、李会江先生（以下合称"出让方"）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。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 重要内容提示： 大股东及董监高持股的基本情况 本次减持计划实施前，持有广州中望龙腾软件股份有限公司（以下简称"中 望软件"或"公司"）股份 325,568 股（占公司总股本 86,674,923 股剔除公司回购专 用账户中的股份 102,735 股后的 0.3761%）的股东深圳市达晨创通股权投资企业 （有限合伙）（以下简称"达晨创通"）和持有公司股份 1,221 股（占公司总股本 86,674,923 股剔除公司回购专用账户中的股份 102,735 股后的 0.0014%）的股 ...

Financial Performance - The company achieved a revenue of 275.69 million yuan in the reporting period, representing a year-on-year growth of 41.97%[1] - The company's operating revenue for the first half of 2023 reached ¥275,686,869.60, representing a 41.97% increase compared to ¥194,191,836.39 in the same period last year[23] - The net profit attributable to shareholders for the first half of 2023 was -¥1,288,170.10, showing significant improvement from -¥36,390,768.60 in the previous year[23] - The company achieved a net profit of ¥16,381,500 in the second quarter of 2023, an increase of ¥33,058,100 compared to the same period last year, marking a turnaround from losses[26] - The company reported a non-recurring profit of 55,868,873.54 RMB, with a tax impact of 6,599,427.88 RMB and minority interest impact of 542,827.69 RMB[29] - The company achieved a total revenue of 24,863.53 million, representing a 36.85% increase compared to 18,168.15 million in the same period last year[156] - The ZWCAD product line generated 11,688.69 million, accounting for 47.01% of total revenue, with a 45.82% increase from 8,015.79 million[156] - The ZW3D product line saw revenue growth of 46.96%, reaching 5,427.53 million, up from 3,693.23 million[156] Research and Development - The company maintains a significantly higher R&D investment ratio compared to the industry average, focusing on core technologies such as 3D geometric modeling[5] - Research and development expenses accounted for 60.71% of operating revenue, a decrease of 6.43 percentage points from 67.14% in the previous year[23] - The R&D team consists of 1,118 employees, making up 53.72% of the total workforce, with 37.30% holding graduate degrees or higher[149] - Total R&D investment reached 72,464.06 million, with 8,454.69 million invested in the current period[170] - The company has established six R&D centers across major cities in China and the United States, enhancing its innovation capabilities[150] - The number of R&D personnel increased to 1,118, accounting for 53.72% of the total workforce, compared to 48.67% in the previous year[171] Product Development and Innovation - The newly released ZWCAD 2024 version has improved core capabilities, enhancing efficiency in basic functions like opening and editing files[5] - The ZW3D 2024 version has been upgraded to improve modeling and processing capabilities, with a new flagship version introduced for advanced mechanical design[5] - The company launched the Cloud3D assembly design module, completing the cloud-based product design process[6] - The company has developed a comprehensive "All-in-One CAx" product strategy, enhancing its 3D CAD, CAE, and CAM capabilities to support digital transformation in various industries[21] - The company has optimized and expanded the capabilities of ZWCAD Windows version, adding features such as point cloud attachment and DGN base map functionality, significantly simplifying the drawing process for users[71] - New functionalities in ZWCAD include variable blocks, quick feature panels, external reference layer replacement, and area tables, which greatly enhance user design efficiency[71] - The Linux version of ZWCAD has improved large file saving efficiency and enhanced the efficiency of translating and scaling drawings containing numerous TrueType texts[71] - The company has introduced intelligent grip points, national encryption algorithm for drawing encryption and decryption, end-cloud collaboration, and view navigation in the Linux version[71] - The company significantly enhanced the functionality and performance of its 2D education products, optimizing algorithms for 2D mechanical and architectural scoring[72] - The 3D CAD/CAE/CAM integrated software platform ZW3D improved its basic modeling capabilities, assembly design efficiency, and engineering drawing capabilities, with a focus on enhancing user experience and stability[72] - The company launched the 3D One Web for early education, addressing the creative needs of younger users, and improved the stability and fairness of the 3D One AI software[74] - ZWSim Structural enhanced its fatigue analysis capabilities and increased support for 13 types of analysis, meeting domestic replacement needs for structural simulation[91] - ZWSim Waves optimized the FEM mesh generation engine, improving mesh generation success rates and expanding simulation application scenarios[91] - The company continued to develop new features for ZWSim Metas based on customer needs, now supporting rotational motion settings and automatic geometric interference handling[93] Market Trends and Strategy - The Chinese industrial software market is expected to maintain rapid growth, with a compound annual growth rate of 15.1% from 2016 to 2021[11] - The rise of artificial intelligence technologies is anticipated to accelerate the intelligent development of industrial software[12] - The company is transitioning towards cloud-based solutions, aligning with global trends in the industrial software sector[13] - The domestic industrial software market is expected to see a gradual replacement of foreign software, presenting significant opportunities for local developers[16] - The company is focusing on domestic software localization due to increasing international trade complexities, which is expected to accelerate the adoption of domestic industrial software[16] - The company is actively developing application software for key industries, improving design efficiency across multiple sectors[152] - The company is focused on enhancing its core 3D CAD technology and building a comprehensive CAD/CAE/CAM product matrix[147] Customer Engagement and Market Expansion - The company has implemented a strategy to deepen engagement with key industry clients, developing tailored solutions for complex scenarios[30] - The company adopted a direct sales model primarily in the domestic market while enhancing its distribution network to support sustainable growth[98] - The company deepened its localization strategy in key countries, building local teams and enhancing overseas distribution networks for better service delivery[100] - The company has expanded its domestic market coverage and deepened cooperation with distributors, increasing market penetration[111] - The company has enhanced its direct sales team's capabilities to improve service quality for end customers in the domestic market[109] - The company has opened a new office in Thailand and is expanding its local business teams in Southeast Asia, Japan, Europe, the Middle East, and South America[188] Educational Initiatives and Talent Development - The company has established over 30 industry colleges and developed 8 textbooks included in the first batch of the "14th Five-Year" vocational education national planning textbook list[160] - The company has provided talent training solutions to over 3,000 higher education and vocational institutions, serving more than 80,000 K12 schools and institutions[179] - The company has completed the first batch of national graphic designer vocational skill level recognition question bank development, with nearly 80,000 training certifications applied for during the reporting period[160] - The company is committed to talent cultivation in line with national strategies, establishing the Guangdong Industrial Software Innovation Center to support core technology development[186] Governance and Management - The company has established a governance structure with a board of directors, supervisory board, and shareholders' meeting, ensuring effective management[115] - The company has established a joint project team to manage user requirements and product development effectively[108] - The company has developed a product research and development model guided by product planning, focusing on user needs and market trends[106] Challenges and Responses - The company continues to face challenges in the domestic market due to budget constraints among SMEs and complex application scenarios for large clients[185] - The company is actively responding to user demands in its Cloud3D product, improving collaborative design capabilities and releasing new features[191] - The company has successfully hosted partner forums in Dubai and Japan to enhance collaboration and business development in international markets[188]

证券代码：688083 证券简称：中望软件 公告编号：2023-030 广州中望龙腾软件股份有限公司 关于召开 2023 年半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个别及连带责任。 重要内容提示： 会议召开时间：2023 年 8 月 7 日(星期一)下午 15:00-16:30 会议召开地点： 现场会议地点：广州市天河区珠江城大厦 32 楼 本次投资者说明会以视频结合网络互动召开，公司将针对 2023 年半年度经营成果 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 （一）会议召开时间：2023 年 8 月 7 日下午 15:00-16:30 （二）会议召开地点： 现场会议地点：广州市天河区珠江城大厦 32 楼 网上直播地址：上证路演中心平台（网址：http://roadshow.sseinfo.com/） 会议召开方式：转播和网络文字互动 投资者可于 2023 年 7 月 31 日(星期一)至 8 月 4 日(星期五)1 ...

Financial Performance - The company reported a basic earnings per share of -0.20 CNY and a weighted average return on equity of -0.65%[5] - Total operating revenue for Q1 2023 reached ¥115,609,098.28, an increase from ¥86,262,394.84 in Q1 2022, representing a growth of approximately 34%[24] - The company reported a net comprehensive loss of ¥18,348,067.10 for Q1 2023, compared to a loss of ¥19,715,744.72 in Q1 2022, showing a slight improvement[22] - Basic earnings per share for Q1 2023 were -¥0.20, compared to -¥0.23 in Q1 2022, reflecting a reduction in loss per share[22] - The net profit for Q1 2023 was -¥18,369,687.69, an improvement from -¥19,714,180.11 in Q1 2022, indicating a reduction in losses by approximately 6.8%[27] - The total profit (loss) before tax for Q1 2023 was -¥21,482,408.24, slightly better than -¥22,083,254.50 in Q1 2022, reflecting a reduction in losses by about 2.7%[27] - The net profit attributable to shareholders was CNY -17,669,708.67, indicating a loss[40] Revenue and Growth - Overseas business revenue grew by 83.45% year-on-year, driven by increased overseas travel and support for global distributors[6] - Operating revenue from sales of goods and services increased to ¥121,534,829.76 in Q1 2023, up from ¥99,379,004.24 in Q1 2022, representing a growth of about 22.3%[29] - Domestic education business revenue grew by 28.08% compared to the same period last year, reflecting steady progress in the education sector[42] - The domestic commercial business revenue increased by 23.68% year-on-year, driven by improved customer service and market penetration strategies[55] - The company achieved operating revenue of CNY 115,609,098.28, representing a year-on-year increase of 34.02%[40] Research and Development - Total R&D investment reached approximately 82.08 million CNY, accounting for 71.00% of operating revenue, an increase of 1.13 percentage points year-on-year[5] - R&D expenses increased by 48.09% compared to the previous year, reflecting the company's commitment to enhancing product quality and expanding its product matrix[11] - Research and development expenses rose to ¥78,275,208.30 in Q1 2023, compared to ¥52,857,329.24 in Q1 2022, marking an increase of approximately 48.4%[27] - The company maintained a high R&D investment ratio, leading to revenue growth across its 2D CAD, 3D CAD, and CAE product lines[56] - The company plans to continue focusing on the "All-in-One CAx strategy" to drive product development and business expansion in 2023[55] Expenses and Liabilities - Total operating costs for Q1 2023 were ¥178,889,367.73, up from ¥130,741,772.04 in Q1 2022, indicating an increase of about 37%[24] - Sales expenses rose by 25.36% year-on-year due to deeper integration of channel resources and expansion of cooperation with major clients[11] - The company incurred sales expenses of ¥77,492,749.72 in Q1 2023, up from ¥61,818,050.29 in Q1 2022, which is an increase of approximately 25.3%[27] - Total liabilities decreased to ¥302,605,768.84 in Q1 2023 from ¥402,934,639.33 in Q1 2022, a reduction of about 25%[24] - The company has a strategy to manage its liabilities effectively, as evidenced by the significant reduction in total liabilities year-over-year[24] Cash Flow and Assets - Cash and cash equivalents decreased to approximately 340.26 million CNY from 486.99 million CNY at the end of the previous year[15] - The total cash outflow from operating activities was ¥284,969,513.87 in Q1 2023, compared to ¥215,534,087.45 in Q1 2022, reflecting an increase of about 32.2%[32] - Cash and cash equivalents at the end of Q1 2023 stood at ¥340,169,532.49, up from ¥296,481,863.26 at the end of Q1 2022, showing an increase of approximately 14.7%[32] - The company reported a net cash outflow from investment activities of -¥11,196,563.01 in Q1 2023, an improvement from -¥100,257,810.17 in Q1 2022[32] - The total cash inflow from investment activities was ¥1,279,556,519.76 in Q1 2023, compared to ¥1,177,262,371.38 in Q1 2022, indicating an increase of about 8.7%[32] Strategic Initiatives - The company aims to support domestic industrial upgrades and address core technology challenges through continuous product iteration and sustainable business growth[8] - The company has increased the number of overseas stationed employees to enhance technical support for global distributors[6] - The company launched the Cloud3D assembly design module, enhancing its cloud-based 3D design capabilities[44] - The company is committed to enhancing its product and technology offerings to support sustainable growth in performance[44] - The company signed a joint venture agreement with Sujiao Group to develop domestic 3D BIM solutions for the municipal transportation sector, aiming for high-quality sustainable development in the industry[65] - The company led the establishment of the Guangdong Industrial Software Innovation Center in Guangzhou, focusing on key core technology breakthroughs in industrial software and building a sustainable industrial software ecosystem[65] Tax and Refunds - The value-added tax refund related to software products amounted to 6,927,476.11, directly linked to the company's regular sales activities[67]

Financial Performance - The net profit attributable to shareholders of the listed company for 2022 was CNY 6,301,756.60, a decrease of 96.53% compared to the previous year[14]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY -67,413,365.97, representing a decline of 167.82% year-on-year[14]. - The operating cash flow net amount for 2022 was CNY 87,085,524.72, down 53.52% from the previous year[14]. - Basic earnings per share decreased by 96.86% to CNY 0.07 in 2022 compared to CNY 2.23 in 2021[37]. - The weighted average return on net assets dropped by 8.07 percentage points to 0.23% in 2022 from 8.30% in 2021[37]. - The company reported a total profit of 73,715,122.57, with a significant increase compared to the previous period's 82,246,419.34, reflecting a decrease of approximately 10.5%[40]. - The company reported a decrease in non-operating income, with a total of -2,960,217.32 compared to -407,824.21 in the previous period[40]. - The company achieved a total revenue of 56,127.60 million, with a gross profit of 17,509.10 million, indicating a strong financial performance[174]. Research and Development - Research and development expenses accounted for 52.66% of operating revenue, an increase of 19.87 percentage points compared to 2021[15]. - The company plans to continue expanding its research and development team and increasing investment in R&D to enhance product offerings[15]. - The company has made significant investments in R&D, focusing on enhancing the performance and user experience of its CAD products[47]. - The company's R&D investment totaled approximately ¥316.5 million, representing a 55.99% increase compared to the previous year, with R&D expenses accounting for 52.66% of total revenue[141]. - The R&D team consists of 21 PhD holders, 306 master's degree holders, and 524 bachelor's degree holders, showcasing a highly qualified workforce[176]. Product Development and Innovation - The company launched four new versions of its ZWCAD products during the reporting period, enhancing features such as 3D rendering efficiency and editing capabilities[43][44]. - The ZWCAD Windows product achieved over 90% improvement in 3D view display efficiency and over 90% enhancement in entity selection efficiency through core technology advancements[46]. - The ZW3D product line introduced significant updates, including enhanced parameterized design capabilities and a new rendering engine that significantly improves display efficiency[49][51]. - The company has developed a comprehensive API system for ZWCAD Linux, facilitating low-cost migration and development for applications based on the first-tier CAD platform[48]. - The company has launched several educational software products, including ZW3D and various CAD training systems, to enhance the training of professionals in vocational colleges[79]. - The company has developed four CAE products, enhancing modeling and simulation efficiency, with a focus on electromagnetic simulation and structural analysis[178]. - The company is developing the Wukong platform, a next-generation high-end 3D CAD product, which has completed its prototype phase and is now in product development, focusing on core capabilities like parametric modeling and high-performance rendering[197]. Market Strategy and Expansion - The company is focusing on strengthening its marketing system and optimizing sales channels to improve brand influence[15]. - The company is expanding its direct sales team in key provinces and cities, enhancing market coverage and penetration[68]. - The company is focused on expanding its market presence through a combination of distribution and direct sales strategies in international markets[116]. - The company aims to expand its market presence by deepening its business layout in domestic commercial, educational, and overseas markets[156]. - The company has established partnerships with over 1,000 technical and business partners across more than 90 countries, enhancing its market presence[180]. Economic and Competitive Environment - The overall economic slowdown and geopolitical conflicts have negatively impacted the company's performance and the industrial software purchasing budgets of small and medium-sized enterprises[21]. - The company faces competitive risks from established foreign players in the industrial software market, particularly in the mid-to-high-end segments[190]. - The overall economic slowdown and negative factors affecting the manufacturing and construction sectors may lead to reduced demand for the company's software solutions[191]. Intellectual Property and Compliance - The company applied for 29 invention patents and obtained 19 authorized invention patents during the reporting period[22]. - A total of 80 domestic software copyrights were applied for, with 76 obtained, bringing the cumulative total to 316 domestic software copyrights[23]. - The cumulative number of patents held by the company reached 40, with 9 overseas copyrights and 5 works copyrights[22]. - The company has a total of 320 software copyrights, with 325 obtained cumulatively[23]. - The company is eligible for a 10% corporate income tax rate under national policies for key software enterprises, which could significantly impact its profit levels if not confirmed by relevant authorities[187]. Technology and Infrastructure - The company is focused on continuous investment in cloud infrastructure to enhance its CAx integration advantages and build competitive barriers[181]. - The company has achieved breakthroughs in key technical capabilities, including G3 continuity in surface design and the addition of structural simulation modules[128]. - The company is developing an integrated collaborative platform based on model definition and data-driven approaches, enhancing information exchange across different stages of product development[162]. - The company is actively adapting its products to align with domestic operating systems and hardware, maintaining a competitive edge in the industrial software sector[48].

证券代码：688083 证券简称：中望软件 公告编号：2023-013 广州中望龙腾软件股份有限公司 关于召开 2022 年度暨 2023 年第一季度业绩说明会的 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个别及连带责任。 （一）会议召开时间：2023 年 5 月 5 日下午 15:00-16:30 （二）会议召开地点： 现场会议地点：广州市天河区珠江城大厦 32 楼 网上直播地址：上证路演中心平台（网址：http://roadshow.sseinfo.com/） （三）会议召开方式：转播和网络文字互动 重要内容提示： 广州中望龙腾软件股份有限公司（以下简称"公司"）将于 2023 年 4 月 29 日发布 公司 2022 年年度报告及 2023 年第一季度报告，为便于广大投资者更全面深入地了解 公司 2022 年度及 2023 年第一季度经营成果、财务状况，公司计划于 2023 年 5 月 5 日下午 15:00-16:30 举行 2022 年度暨 2023 年第一季度业绩说明会，就投资者关心的 问题进行交流。 一、说明会类 ...

证券代码：688083 证券简称：中望软件 广州中望龙腾软件股份有限公司 投资者关系活动记录表 编号：2022-005 | --- | --- | --- | --- | --- | --- | --- | |-------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------|------------|-------|-------|-------| | | | | | | | | | 投资者关系活动 类别 | √特定对象调研 □分析师会议 □媒体采访 | □业绩说明会 | | | | | | | □新闻发布会 □路演活动 | | ...