中信证券股份有限公司 关于上海泰坦科技股份有限公司 一、本次现场检查的基本情况 （一）保荐人 中信证券股份有限公司 （二）保荐代表人 元彬龙、王勤 2024 年度持续督导工作现场检查报告 根据《上海证券交易所上市公司自律监管指引第 11 号——持续督导》等有 关法律、法规的规定，中信证券股份有限公司（以下简称"中信证券"或"保荐 人"）作为正在对上海泰坦科技股份有限公司（以下简称"泰坦科技""公司" "上市公司"）进行持续督导工作的保荐人，对 2024 年度（以下简称"本持续督 导期间"）的规范运作情况进行了现场检查，现就现场检查的有关情况报告如下： （三）现场检查人员 元彬龙、王勤 （四）现场检查时间 元彬龙（2025 年 4 月 21 日、4 月 30 日，现场） 现场检查人员查阅了上市公司最新章程、三会议事规则及会议材料，财务管 理、会计核算、募集资金管理以及关联交易、对外投资等相关制度，查阅了公司 2024 年度内部控制评价报告、2024 年度内部控制审计报告等文件，并对高级管 理人员进行访谈。 经查阅前述文件，保荐人认为： 本持续督导期内，上市公司依照相关法律法规的规定建立了股东大会、董事 会、监事 ...

中信证券股份有限公司 | 公司名称 | 上海泰坦科技股份有限公司 | | --- | --- | | 公司简称 | 泰坦科技 | | 证券代码 | 688133.SH | | 注册地址 | 上海市徐汇区钦州路 100 号一号楼 1110 室 | | 办公地址 | 上海市徐汇区石龙路 89 号 | | 法定代表人 | 张庆 | | 实际控制人 | 谢应波、张庆、张华、许峰源、王靖宇、张维燕 | | 董事会秘书 | 定高翔 | | 本次证券上市地点 | 上海证券交易所科创板 | 二、本次发行情况概述 根据中国证券监督管理委员会《关于同意上海泰坦科技股份有限公司向特定 对象发行股票注册的批复》（证监许可〔2022〕871号），泰坦科技向特定对象 发行A股股票7,624,896股，发行价格为人民币131.61元/股，募集资金总额为人民 币1,003,512,562.56 元，扣除相关发行费用人民币18,328,561.10元，募集资金净 额为人民币985,184,001.46元，上述资金到位情况已经大信会计师事务所（特殊 普通合伙）审验并于2022年8月17日出具了"大信验字[2022]第4-00031号"《验 资报 ...

Core Viewpoint - The Shanghai Titan Technology Co., Ltd. is preparing for its 2024 Annual General Meeting (AGM) to discuss various proposals, including financial institution credit applications and stock issuance to specific targets, while ensuring shareholder rights and meeting legal requirements [1][2][3]. Group 1: Meeting Procedures - The AGM will verify the identity of attendees and restrict entry to authorized personnel only [2][3]. - Attendees must sign in 30 minutes before the meeting and present necessary identification [2][3]. - The meeting will follow a predetermined agenda for discussing and voting on proposals [2][3][4]. Group 2: Proposals Overview - Proposal 1: Approval of the 2024 Annual Report and its summary [7]. - Proposal 2: Approval of the 2024 Board of Directors' Work Report [9]. - Proposal 3: Approval of the 2024 Supervisory Board's Work Report [10]. - Proposal 4: Approval of the 2024 Financial Settlement Report [11]. - Proposal 5: Approval of the 2024 Profit Distribution Plan, proposing a cash dividend totaling 11,510,588.39 yuan, which is 89.28% of the net profit [11][12]. - Proposal 6: Approval of the 2025 Expected Daily Related Transactions [13][14]. - Proposal 7: Renewal of the accounting firm for the 2025 financial audit [15]. - Proposal 8: Approval of the 2024 Impairment Provision [16][17][18]. - Proposal 9: Approval for the company and its subsidiaries to apply for a total credit limit of up to 4.195 billion yuan from financial institutions [21][22][23]. - Proposal 10: Approval of the 2025 Director Compensation Plan [26]. - Proposal 11: Approval of the 2025 Supervisor Compensation Plan [27]. - Proposal 12: Authorization for the Board to issue stock to specific targets up to 300 million yuan [28]. Group 3: Financial Performance - The company reported a revenue of 288,352.06 million yuan for 2024, a year-on-year increase of 4.11%, while the net profit decreased by 82.23% to 12,892,914.72 yuan due to competitive pricing strategies [29][30]. - The company maintained a stable R&D investment of 15,775.81 million yuan, representing 5.47% of revenue, and filed for 61 new patents [31].

上海泰坦科技股份有限公司 2024 年年度股东大会会议资料 上海泰坦科技股份有限公司 2024年年度股东大会会议资料 股票代码：688133 股票简称：泰坦科技 2025 年 5 月 第1页 上海泰坦科技股份有限公司 2024 年年度股东大会会议资料 | 2024 | 年年度股东大会会议须知 | 3 | | | --- | --- | --- | --- | | 2024 | 年年度股东大会会议议程 | 5 | | | 2024 | 年年度股东大会会议议案 | 7 | | | 议案一 | 《关于公司<2024 | 年年度报告全文及其摘要>的议案》 7 | | | 议案二 | 《关于公司<2024 | 年度董事会工作报告>的议案》 8 | | | 议案三 | 《关于公司<2024 | 年度监事会工作报告>的议案》 9 | | | 议案四 | 《关于公司<2024 | 年度财务决算报告>的议案》 | 10 | | 议案五 | 《关于公司<2024 | 年年度利润分配预案>的议案》 | 11 | | 议案六 | 《关于公司<2025 | 年度日常关联交易预计>的议案》 | 13 | | 议案七 | 《关于续聘会计师 ...

Revenue and Profit - In Q1 2025, Titan Technology achieved total revenue of 604 million yuan, a decrease of 9.07% compared to the same period last year [1] - The company's net profit attributable to shareholders reached 5.1298 million yuan, a significant increase of 122.27% year-on-year; the non-recurring net profit was 2.2799 million yuan, up 8.86% year-on-year, indicating improvements in cost control and efficiency [1] Profitability - The gross profit margin for the reporting period was 23.25%, an increase of 11.79 percentage points year-on-year; the net profit margin was 0.31%, with a year-on-year growth of 85.62%, reflecting enhanced profitability [2] Expense Control - Total sales, management, and financial expenses amounted to 97.1053 million yuan, accounting for 16.08% of total revenue, which is an increase of 12.52% compared to the same period last year, indicating a need for further optimization in expense control [3] Assets and Cash Flow - As of the end of Q1, Titan Technology had cash and cash equivalents of 827 million yuan, a decrease of 12.45% year-on-year; accounts receivable stood at 743 million yuan, down 7.62% year-on-year [4] - The operating cash flow per share was -0.66 yuan, an improvement from -1.15 yuan last year, but still negative, indicating ongoing pressure on cash flow from operating activities [4] Debt Situation - The company had interest-bearing liabilities of 1.487 billion yuan, an increase of 18.59% year-on-year, with an interest-bearing asset-liability ratio of 30.66%, indicating some debt risk [5] - The negative operating cash flow over the past three years suggests significant financial pressure on the company [5] Overall Summary - Overall, Titan Technology demonstrated a notable improvement in profitability in Q1 2025, but also faces challenges related to tight cash flow and high debt levels, necessitating close monitoring of future cash flow management and debt repayment capabilities [6]

证券代码：688133 证券简称：泰坦科技 公告编号：2025-021 上海泰坦科技股份有限公司 第四届监事会第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、准确性和完整性依法承担法律责任。 一、监事会会议召开情况： 上海泰坦科技股份有限公司（以下简称"公司"）第四届监事会第十四次会 议通知已于 2025 年 4 月 25 日以书面方式送达全体监事，会议于 2025 年 4 月 29 日在上海市徐汇区石龙路 89 号会议室以现场结合通讯方式召开，本次会议由监 事会主席顾梁先生召集并主持，应到监事 3 人，实到监事 3 人。本次会议的召集 和召开符合《中华人民共和国公司法》和《上海泰坦科技股份有限公司章程》等 相关规定，会议形成的决议合法、有效。 二、监事会会议审议情况： 与会监事就如下议案进行了审议，并表决通过以下事项： 1、审议通过《关于<公司 2025 年第一季度报告>的议案》 根据《公司法》、《证券法》等相关法律法规、《公司章程》等内部规章的 规定及《上海证券交易所科创板股票上市规则》，公司编制了 2025 年第一季度 报告。 ...

Financial Performance - The company's operating revenue for Q1 2025 was ¥603,969,457.66, a decrease of 9.07% compared to the same period last year[4]. - Net profit attributable to shareholders increased by 122.27% to ¥5,129,765.53, driven by improved operational quality and government subsidies[4][8]. - Basic and diluted earnings per share rose by 50% to ¥0.03 per share[4][8]. - The company reported a net profit margin of approximately 0.28% for Q1 2025, down from 0.07% in Q1 2024[19]. - The net profit for Q1 2025 was CNY 1,855,610.93, an increase of 68.7% compared to CNY 1,099,310.93 in Q1 2024[20]. - The total comprehensive income for Q1 2025 was CNY 1,767,308.38, compared to CNY 1,203,726.29 in Q1 2024, reflecting a growth of 47%[21]. - Operating profit for Q1 2025 was CNY 2,392,234.71, a decrease of 18.8% from CNY 2,946,193.53 in Q1 2024[20]. Expenses and Costs - Research and development expenses totaled ¥37,871,158.33, accounting for 6.27% of operating revenue, an increase of 0.39 percentage points year-on-year[5]. - Total operating costs for Q1 2025 were RMB 601,897,479.15, down 9.05% from RMB 661,767,508.11 in Q1 2024[19]. - Operating costs included RMB 463,552,791.02 in cost of goods sold for Q1 2025, a decrease of 12.00% from RMB 526,100,925.06 in Q1 2024[19]. - The company incurred financial expenses of CNY 9,577,527.23 in Q1 2025, an increase of 35.5% from CNY 7,069,593.39 in Q1 2024[20]. - The company reported a decrease in sales expenses to CNY 45,226,581.01 in Q1 2025, down 15.5% from CNY 53,433,412.88 in Q1 2024[20]. Assets and Liabilities - The company's total assets at the end of the reporting period were ¥4,851,268,756.45, reflecting a slight increase of 0.05% from the end of the previous year[5]. - Current assets totaled RMB 3,084,338,957.65 as of March 31, 2025, a slight decrease from RMB 3,138,932,782.27 at the end of 2024[15]. - Non-current assets amounted to RMB 1,766,929,798.80 as of March 31, 2025, an increase from RMB 1,709,744,921.17 at the end of 2024[16]. - Total liabilities were RMB 1,977,261,780.79 as of March 31, 2025, slightly down from RMB 1,977,971,310.67 at the end of 2024[17]. - Shareholders' equity totaled RMB 2,874,006,975.66 as of March 31, 2025, compared to RMB 2,870,706,392.77 at the end of 2024[17]. Cash Flow - The net cash flow from operating activities was negative at -¥108,861,607.63, an improvement from -¥135,326,803.12 in the same period last year[4]. - The company reported a cash flow from operating activities net amount of CNY -108,861,607.63 for Q1 2025, an improvement from CNY -135,326,803.12 in Q1 2024[24]. - The company’s investment activities generated a net cash flow of CNY -77,092,006.71 in Q1 2025, an improvement from CNY -136,666,844.65 in Q1 2024[24]. - The cash and cash equivalents at the end of Q1 2025 were CNY 823,797,571.09, down from CNY 935,563,412.14 at the end of Q1 2024[25]. Strategic Focus - The company is focusing on enhancing profitability by prioritizing profit over scale, leading to a reduction in low-margin businesses[8]. - The company plans to focus on market expansion and new product development in the upcoming quarters[13]. Shareholder Information - The total number of shareholders and their respective holdings were disclosed, with the top shareholder holding 9.88% of the shares[9][11]. Return on Equity - The weighted average return on equity improved to 0.18%, up by 0.10 percentage points compared to the previous year[4]. Non-Recurring Items - Non-recurring gains and losses amounted to ¥2,849,890.74, primarily due to government subsidies and other factors[6][7].

Financial Data and Indicators - The basic earnings per share for Q1 2025 is 0.0300 yuan, representing a 50% increase compared to Q1 2024's 0.0200 yuan [1] - The net profit for Q1 2025 is 0.05 billion yuan, a significant increase of 150% from Q1 2024's 0.02 billion yuan [1] - The return on equity for Q1 2025 is 0.18%, which is a 125% increase from Q1 2024's 0.08% [1] - The total operating revenue for Q1 2025 is 6.04 billion yuan, showing a decrease of 9.04% compared to Q1 2024's 6.64 billion yuan [1] - The net asset per share has decreased by 28.28% to 16.99 yuan in Q1 2025 from 23.69 yuan in Q1 2024 [1] Shareholder Information - The top ten unrestricted shareholders collectively hold 65.9179 million shares, accounting for 40.1% of the circulating shares, with no change from the previous period [2] - The largest shareholder, Xie Yingbo, holds 16.2394 million shares, representing 9.88% of the total share capital, with no change [2] - Other significant shareholders include Zhang Qing, Zhang Hua, and Wang Jingyu, each holding approximately 4.58% to 4.59% of the total shares, with no changes in their holdings [2] Dividend Distribution - The company has announced that there will be no distribution or transfer of dividends this time [3]

Group 1: Urgency in Major Projects - The construction of major projects in Fengxian New Town is driven by a sense of urgency, focusing on timely investment and commencement to address both corporate investment efficiency and local community needs [1][2] - The renovation of Dingfeng Soy Sauce Factory, which began in January 2022, is set to open in May 2023, enhancing public amenities and providing 295 parking spaces [2] - The new Xinhua Hospital branch in Fengxian, with a bed count of 4.77 per thousand people, is expected to alleviate local healthcare challenges, with trial operations starting on June 28 [2] Group 2: Long-term Industry Development - The "Oriental Beauty Valley" initiative, proposed in 2015, has seen significant growth, with the Titan Technology Life Science Headquarters being a new focal point for the health industry [3] - The life sciences sector requires a long-term commitment, with support for research teams through funding and resources to shorten project development cycles [3] - The area has attracted leading companies in cosmetics and biomedicine, with a brand value exceeding 33.8 billion and an industry scale nearing 100 billion [3] Group 3: Strategic Planning and Development - The Digital Jiang Hai Phase I Park is a key project in Fengxian New Town, emphasizing careful planning due to the higher costs associated with "industrial building" projects [4] - The park's design requires meticulous consideration of infrastructure such as lifting points and ventilation systems, reflecting a deep understanding of industrial development patterns [4]

Financial Performance - The company's operating revenue for 2024 was CNY 2,883,520,638.14, representing a 4.11% increase compared to CNY 2,769,649,016.88 in 2023[22]. - The net profit attributable to shareholders for 2024 was CNY 12,892,914.72, a significant decrease of 82.23% from CNY 72,571,508.67 in 2023[22]. - The net profit after deducting non-recurring gains and losses was CNY 5,720,909.40, down 88.87% from CNY 51,386,347.86 in the previous year[22]. - The company's cash flow from operating activities turned positive, reaching CNY 189,009,610.70, a substantial improvement from a negative cash flow of CNY -124,528,370.14 in 2023[23]. - The total assets increased by 10.49% to CNY 4,848,677,703.44 in 2024, compared to CNY 4,388,324,960.93 in 2023[23]. - Basic earnings per share decreased by 87.10% to CNY 0.08 in 2024, down from CNY 0.62 in 2023[24]. - The company's operating costs increased by 5.43% to 2,302,369.88 million RMB, slightly outpacing revenue growth, leading to a decrease in gross margin[128]. - Financial expenses surged by 64.38% to 35,192.77 million RMB due to increased short-term and long-term borrowings[128]. - The company reported a significant increase in goodwill by 51.50% to CNY 152,619,463.82 due to the acquisition of three new companies[150]. Research and Development - The R&D expenditure as a percentage of operating revenue was 5.47% in 2024, slightly down from 5.68% in 2023[24]. - Research and development expenses rose by 4.63% to 147,623.26 million RMB, reflecting the company's commitment to enhancing new product development capabilities[128]. - The company applied for 61 new patents and software copyrights during the reporting period, obtaining 34, bringing the total to 310, including 73 invention patents[61]. - The company has not formed new core technologies during the reporting period but has increased investment in product-related technologies, focusing on synthetic reagents, biological reagents, high-purity solvents, and small instruments[59]. - The company is committed to investing in new product development and technology to drive future growth[186]. Market Strategy and Expansion - The company is focusing on expanding its market share in key product lines and enhancing collaboration with major clients[34]. - The company aims to enhance its competitive advantage by continuously developing high-quality, unique products through increased R&D investment[55]. - The company intends to actively expand overseas channels to establish a foundation for its proprietary brand products in international markets[174]. - The company is considering strategic acquisitions to bolster its market position, with a focus on companies that complement its existing product offerings[187]. - The company plans to pursue mergers and acquisitions during the industry's consolidation phase to enrich its proprietary brand product line and enhance competitiveness[171]. Corporate Governance - The company has received a standard unqualified audit report from Da Xin Accounting Firm[5]. - The company has confirmed that all board members attended the board meeting[5]. - The company has not reported any significant changes in its registered address or office location[15]. - The company has not reported any non-operating fund occupation by controlling shareholders or related parties[8]. - The company has not experienced any violations of decision-making procedures regarding external guarantees[8]. - The company has established specialized committees, including an audit committee and a strategic committee, to enhance governance[199]. Risk Management - The company has outlined potential risks in its annual report, which investors should be aware of[7]. - The company faces risks related to procurement delays and the need for diverse product offerings to maintain user experience and reputation[120]. - The company is at risk of core technology leakage due to reliance on OEM manufacturers for production, which could impact its competitive advantage[119]. - The company has improved its operational efficiency, reducing the delivery cost per order by approximately 7.32%[36]. Product Development and Innovation - The company has developed a flow chemistry technology that enhances reaction efficiency and safety, allowing for continuous production with a small footprint of 5 square meters[56]. - The project aims to optimize reaction processes in microchannel technology, addressing issues related to fluid transport, heat transfer, and mass transfer for large-scale production[69]. - The project has established a high-throughput screening platform for drug discovery and development, focusing on antiviral and anticancer new drugs[70]. - The company is focusing on the development of environmentally friendly and safe synthesis methods for its products[79]. - The project has developed over 10 types of fluorinated key drug building blocks with a purity exceeding 98%[83]. Financial Management - The company plans to implement a capital increase through retained earnings, with a projected profit distribution of 70.76% for the financial director[185]. - The total remuneration for all directors, supervisors, and senior management at the end of the reporting period amounted to 572.55 million RMB[193]. - The company has restricted assets totaling 509,914,964.16 RMB, which includes cash of 3,878,692.96 RMB, intangible assets of 15,402,237.50 RMB, fixed assets of 154,677,054.70 RMB, and construction in progress of 335,956,979.00 RMB[153]. - The company plans to use part of the idle raised funds for cash management and has proposed to extend some fundraising projects[198]. Shareholder Engagement - The company held a total of 3 shareholder meetings in 2024, ensuring compliance with regulations and allowing all shareholders to exercise their voting rights[178]. - The board of directors convened 6 meetings in 2024, reviewing and approving the annual report and other matters[179]. - The independent director Jiang Wengong resigned due to personal work commitments during the reporting period[194]. - The independent director Luo Shoujian was elected as a replacement independent director[194].