关于广州市品高软件股份有限公司 2024 年 年 度 报 告 的 信 息 披 露 监 管 问询函的回复 天 职 业 字 [2025]32339-1 号 目 录 关 于 广 州 市 品 高 软 件 股 份 有 限 公 司 2024 年 年 度 报 告 的 信 息 披 露 监 管 问 询 函 的 回 复 -- -1 关于广州市品高软件股份有限公司 2024 年年度报告的信息披露监管问询函的回复 天职业字[2025]32339-1 号 上海证券交易所: 贵所出具的《关于广州市品高软件股份有限公司 2024 年年度报告的信息披 露监管问询函》（上证科创公函《2025】0238 号）已收悉。天职国际会计师事 务所(特殊普通合伙)(以下简称"我们"或"年审会计师")作为广州市品高 软件股份有限公司(以下简称"公司"或"品高股份")的年审会计师,对问询 函所涉及年审会计师的相关问题,逐条回复如下: 如无特别说明,本问询函回复中使用的简称与公司《2024年年度报告》中 的释义一致。 本回复所引用的财务数据和财务指标,如无特殊说明,均为合并报表口径的 财务数据和根据该类财务数据计算的财务指标。 在本问询函回复中,若合计数与各分 ...

民生证券股份有限公司 关于广州市品高软件股份有限公司 2024年年度报告的信息披露监管问询函回复的核查意见 上海证券交易所： 根据贵所《关于广州市品高软件股份有限公司2024年年度报告的信息披露监 管问询函》（证科创公函【2025】0238号）（以下简称"年报问询函"）的要求， 民生证券股份有限公司（以下简称"持续督导机构"）作为广州市品高软件股份 有限公司（以下简称"品高股份"或"公司"）首次公开发行股票并在科创板上 市的保荐机构，会同公司及相关中介机构，就年报问询函提及的事项逐项进行了 认真讨论、核查与落实，出具本核查意见。 除另有说明外，本核查意见中的简称或名词的释义与《广州市品高软件股份 有限公司2024年年度报告》（以下简称"2024年报"）中的含义相同。 本核查意见中可能存在个别数据加总后与相关汇总数据存在尾差，均系数据 计算时四舍五入造成。 1 | 问题一 | 关于经营业绩 | 3 | | --- | --- | --- | | 问题二 | 关于应收账款 | 9 | | 问题三 | 关于存货 | 19 | | 问题四 | 关于其他应收款 23 | | | 问题五 | 关于商誉 | 26 | | ...

证券代码：688227 证券简称：品高股份 公告编号：2025-028 广州市品高软件股份有限公司 关于 2024 年年度报告的信息披露监管问询函 的回复公告 本公司董事会及全体董事保证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。 广州市品高软件股份有限公司（以下简称"公司"或"品高股份"）于近日 收到上海证券交易所科创板公司管理部下发的《关于广州市品高软件股份有限公 司 2024 年年度报告的信息披露监管问询函》（上证科创公函【2025】0238 号，以 下简称"问询函"）。公司对此高度重视，会同民生证券股份有限公司（以下简 称"持续督导机构"）、天职国际计师事务所（特殊普通合伙）（以下简称"年 审会计师"）针对问询函所提及的有关事项进行了认真核查，现就相关问题回复 如下：本回复中可能存在个别数据加总后与相关汇总数据存在尾差，均系数据计 算时四舍五入造成。如无特别说明，本回复中使用的简称或名词释义与《广州市 品高软件股份有限公司 2024 年年度报告》（以下简称"2024 年年报"）一致。 问题一： 关于经营业绩。年报显示，公司 2024 年实现 ...

Group 1 - The core viewpoint of the article highlights the renewal of the strategic cooperation agreement among Pinggao Co., Ltd., Qingtian Technology, and Suzhou Huaki Intelligent Technology, marking the beginning of a new five-year phase in smart rail transit construction [1][2] - Since the initiation of their collaboration in 2022, the three parties have developed a cloud platform and smart urban rail solutions, which have been showcased at the Huaki Intelligent Smart Transportation Joint Research Laboratory [1] - The joint efforts have led to the development of an integrated software and hardware product in the field of intelligent rail vehicles, achieving international advanced technical standards and receiving accolades such as the Gold Award at the Asia-Pacific Information and Communication Technology Competition in 2022 [1] Group 2 - The three companies have jointly applied for and obtained three patents related to edge cloud technology for rail transit, along with various honors including cloud-native security best practice cases and cloud assessment certification [1] - Future plans include forming a smart alliance in the urban rail industry, enhancing joint development of vehicle-mounted edge cloud technology, and integrating cloud computing, big data, and intelligent computing platforms with existing systems [1] - The collaboration aims to promote pilot projects in smart security, smart customer service, intelligent operations, and smart stations, ultimately creating comprehensive solutions for smart subways and facilitating the full implementation of smart scenarios [1][2]

Group 1 - The core point of the article highlights that Pingao Co., Ltd. (688227) has signed a significant contract worth RMB 396,565,620 for computing resource services, which is expected to enhance the company's profitability and operational performance [2][4] - The contract is set to be effective from August 1, 2025, to July 31, 2030, and involves the rental of computing equipment, usage of computing software platforms, and five years of technical support [2][4] - On May 30, 2025, Pingao Co., Ltd. reported a stock price of 34.5 yuan, a decrease of 8.73%, with a trading volume of 44,500 shares and a turnover of 155 million yuan [1][2] Group 2 - On the same day, the capital flow indicated a net outflow of 12.28 million yuan from main funds, while speculative funds saw a net inflow of 13.75 million yuan [2][4] - The company emphasizes that the contract will not affect its business independence and will not create dependency on the counterparty [2]

Core Viewpoint - The announcement by Pingao Co., Ltd. regarding a service contract with Shenzhen Yuanmai Cloud Computing Technology Co., Ltd. highlights the company's role as a resource integrator and intermediary service provider in the computing power service chain, which poses dual risks to its gross margin due to upstream supply chain stability and its own technical premium capability [2][3][4]. Group 1: Contract Details - Pingao's wholly-owned subsidiary, Guangzhou Weigao Software Technology Co., Ltd., signed a service contract with Shenzhen Yuanmai for a total amount of 397 million yuan (including tax) [2]. - The contract includes the provision of computing power resources, software platform usage, and five years of technical support [2]. Group 2: Business Model and Risks - The business will recognize revenue using the net method, focusing on service premium while excluding equipment leasing costs [3][4]. - The dual pressure on gross margin arises from the upstream computing power rental market's supply-demand dynamics and the pricing constraints from clients and industry competition [4]. Group 3: Financial Performance - Pingao has experienced declining net profits since 2022, with a net profit of 47.11 million yuan in 2022, down 15.31% year-on-year, and a net loss of 10.68 million yuan in 2023, marking the first loss since its listing [6]. - The company's gross margin has decreased from 41.39% in 2022 to 22.95% currently [6]. Group 4: Accounts Receivable and Cash Flow - The accounts receivable balance has increased over the past three years, with a significant portion being overdue, raising concerns about collection risks [7]. - The net cash flow from operating activities has been negative since 2023, indicating ongoing financial strain [7]. Group 5: Counterparty Concerns - Shenzhen Yuanmai, established in February 2024, has a weak capital structure with a registered capital of only 1 million yuan, raising concerns about its ability to fulfill contractual obligations [4][5]. - The largest shareholder of Shenzhen Yuanmai also has limited capital, which may affect the company's risk management and performance [5].

Market Overview - Uncertainty over tariff outlook suppresses rebound in US stocks, with major indices closing higher: Dow Jones up 0.28%, S&P 500 up 0.4%, and Nasdaq up 0.39% [1] - Nvidia shares rise over 3% post-earnings, while Best Buy falls over 7%, C3.ai surges nearly 21%, and Dell sees a post-market increase of over 5% [1] - Chinese concept stocks index rises over 1%, ending a seven-day decline, with notable gains in stocks like Aiyu Holdings up 7.81%, JD.com up 4.31%, and Xpeng up 3.98% [1] Corporate Actions - Huang Renxun plans to sell up to 6 million shares of Nvidia, valued at over $800 million, significantly exceeding previous sales [3] - Dell Technologies reports AI server orders exceeding expectations, with a bright revenue outlook [4] Domestic Developments - The Central Committee and State Council issue opinions to enhance the market-oriented allocation of resource and environmental factors, encouraging the expansion of pollutant discharge rights trading [5] - The launch of the Hongdao operating system marks a significant advancement in China's foundational software for intelligent robots, supporting the autonomy of domestic robot operating systems [5] Industry Insights - The Ministry of Commerce and other departments release key enterprises and projects for national cultural exports for 2025-2026 [6] - Zhejiang issues implementation opinions to promote the innovative development of intelligent computing cloud, aiming for a scale of 60 EFlops by 2027 [7] - The establishment of a pilot base for embodied intelligence by Yushun Technology and Hangzhou Data Group [9] Stock Market Trends - Recent analysis indicates a market recovery with major indices and stocks showing upward movement after a period of adjustment, with a focus on technology, finance, and new consumption sectors [11] - The feed industry sees price increases of 50-100 yuan per ton due to rising corn prices, with expectations of continued upward trends in corn prices [12] - The carbon neutrality initiative aims to establish a market-oriented trading system for carbon emissions, water usage, and pollutant discharge by 2027, enhancing market activity and price formation mechanisms [13] New Initiatives - Douyin Group establishes a short drama copyright center to enhance copyright management and support quality production [14] - Zhiyuan Robotics announces its humanoid robot has received multiple certifications, marking a significant achievement in safety and technology standards [15][16] Upcoming IPOs - Yingshi Innovation plans to issue shares on the Sci-Tech Innovation Board at a price of 47.27 yuan per share, requiring a minimum market value of 65,000 yuan for top-tier subscriptions [17] Company Announcements - Guangyang Co. terminates the acquisition of 100% equity in Yinjing Technology, leading to stock resumption [18] - Shuanglin Co. plans to raise no more than 1.5 billion yuan for the industrialization of roller screw and joint modules [18] - Yuntian Lifa's DeepEdge10 chip has achieved commercialization in robotics and servers [18]

Group 1 - Pinggao Co., Ltd. signed a service contract worth 397 million yuan with Shenzhen Yuanmai Cloud Computing Technology Co., Ltd. for providing computing power resources, including equipment rental and software platform usage, with a contract period from August 1, 2025, to July 31, 2030 [1] - Yiwei Communication plans to invest 100 million yuan to establish a wholly-owned subsidiary, Shanghai Yiwei Intelligent Technology Development Co., Ltd., focusing on IoT technology research and AI application software development, aiming to enhance overall competitiveness [2] - Guangyang Co., Ltd. announced the termination of the planned acquisition of 100% equity in Yinqiu Technology, with its stock resuming trading on May 30, 2025, after being suspended since May 19, 2025 [3] Group 2 - ST Pioneer announced the removal of other risk warnings, changing its stock name to Pioneer New Materials, with trading resuming on June 3, 2025, after a one-day suspension [4] - Shuanglin Co., Ltd. plans to raise no more than 1.5 billion yuan through a private placement to fund projects related to rolling ball screws, joint modules, and high-precision CNC grinding machine expansion [5] - China State Construction obtained three major projects with a total value of 8.23 billion yuan [8]

Group 1: Resumption of Trading - Guangyang Co., Ltd. has terminated its plan to acquire 100% equity of Ningbo Yinqiu Technology through the issuance of shares and cash payment, leading to the resumption of its stock trading [1] Group 2: Equity Transfer, Buyback, and Private Placement - Shipu Testing plans to transfer a total of 9.5% of its shares to Zhongyiren Fund at a price of 20 yuan per share [2] - Qingniao Fire Protection has repurchased and canceled 12.2592 million restricted shares [2] - Tigermed has canceled 3.9225 million repurchased shares [3] - Shuanglin Co., Ltd. intends to raise no more than 1.5 billion yuan for projects related to rolling screw and joint module industrialization, high-precision CNC grinding machine expansion, and advanced technology research and application center construction [3] Group 3: External Investment and Daily Operations - Pingao Co., Ltd. has signed a contract for computing power resource services worth 397 million yuan [4] - Yiwei Communication plans to establish a wholly-owned subsidiary with an investment of 100 million yuan, focusing on artificial intelligence application software development [5] - Longjing Environmental Protection intends to acquire 20% equity of Jitai Intelligent for 75.075 million yuan [6] - Tianwei Video Technology has signed a data center service agreement with a client [7] - Fengmao Co., Ltd. plans to invest no more than 1.5 billion yuan to build an auto parts production base in Jiaxing [8] - ST Pioneer will have its stock delisted from other risk warnings starting June 3, 2025, with its stock name changing from "ST Pioneer" to "Pioneer New Materials" [8] - Maiwei Bio has received approval for the marketing of its product, Mai Li Sheng® [8] - Guangbai Co., Ltd. has completed the business registration of its duty-free goods company [9] - Zhuhai Guanyu has been selected by SAIC Volkswagen as a designated supplier for low-pressure lithium batteries [9] - Ningbo Fubang plans to transfer assets related to its aluminum profile business for 26.4579 million yuan [9] - Rongchang Bio has completed the issuance of H-shares [10] - Tebao Bio has received approval for the marketing of its growth hormone injection [10] - Zejing Pharmaceutical has received approval for the marketing of its drug, Hydrochloride Gikaxin [10] - Fengqian Technology has received record approval from the China Securities Regulatory Commission for its overseas H-share issuance [10] - Haida Group plans to distribute at least 30% of its average net profit in cash from 2025 to 2027 [10]

Group 1 - Zhongke Xingtou has been suspended from participating in military material engineering service procurement activities due to alleged violations of trust in a specific project [2] - The company is conducting an internal investigation and preparing an appeal, while its overall business operations remain normal [2] - The suspension does not constitute an administrative penalty and does not trigger major delisting conditions under the Shanghai Stock Exchange rules [2] Group 2 - Yiwei Communication plans to invest 100 million yuan to establish a wholly-owned subsidiary, Shanghai Yiwei Intelligent Technology Development Co., Ltd., focusing on investment activities and IoT technology services [3] Group 3 - Hexing Co., Ltd. clarified that it is not involved in the "unmanned logistics vehicle" business despite recent market speculation, and its stock price fluctuations are not due to any significant operational changes [4] - Junyao Health reported that a director reduced his holdings by 30,000 shares during a period of abnormal stock price fluctuations, which exceeded a cumulative increase of 20% [5] Group 4 - Pingao Co., Ltd. signed a service contract worth 397 million yuan with Shenzhen Yuanmai Cloud Computing Technology Co., Ltd. for providing computing resource services, which is expected to positively impact the company's business development and performance [6]