开普云信息科技股份有限公司 简式权益变动报告书 上市公司名称：开普云信息科技股份有限公司 股票上市地点：上海证券交易所 股票简称：开普云 股票代码：688228 1 信息披露义务人声明 一、信息披露义务人依据《中华人民共和国证券法》（以下简称"《证券法》"）、 《上市公司收购管理办法》(以下简称"《收购办法》")及《公开发行证券的公司 信息披露内容与格式准则第 15 号——权益变动报告书》等相关法律、法规的有 关规定编写本权益变动报告书。 二、信息披露义务人签署本权益变动报告书已获得必要的授权和批准，其履 行亦不违反信息披露义务人内部管理制度中的任何条款或与之冲突。 三、依据《证券法》、《收购办法》的规定，本权益变动报告书已全面披露信 息披露义务人在开普云信息科技股份有限公司中拥有权益的股份变动情况。 信息披露义务人之一：汪敏 住所/通讯地址：北京市海淀区**** 信息披露义务人之二：东莞市政通计算机科技有限公司 住所/通讯地址：广东省东莞市石龙镇石龙西湖三路南 40 号 204 室 信息披露义务人之三：北京卿晗文化传播有限公司 住所/通讯地址：北京市朝阳区朝阳北路 145 号 13 号楼(六里屯孵化器 16 ...

Core Viewpoint - The acquisition of Nanning Taike Semiconductor by Kaipu Cloud through a complex structure aims to secure the core storage business of Jintai Ke while avoiding its debt issues [1][8][10]. Group 1: Acquisition Details - Kaipu Cloud plans to acquire 100% of Nanning Taike's shares from Jintai Ke through a combination of cash and stock issuance [1][9]. - Jintai Ke must transfer its operational assets related to storage products to Nanning Taike as a condition for the acquisition [1][2]. - The transaction is structured to exclude Jintai Ke's debts and non-operational assets, allowing Kaipu Cloud to focus on the profitable storage business [9][10]. Group 2: Financial Performance - Jintai Ke's financial status shows a net asset value of -379 million yuan as of June 2024, indicating significant financial distress [1][7]. - Jintai Ke's revenue for 2023 and the first half of 2024 was 941 million yuan and 2.21 billion yuan, respectively, with a net profit of -351 million yuan and 143 million yuan [7][9]. - The acquisition is expected to enhance Kaipu Cloud's financial stability and growth potential by integrating Jintai Ke's storage business, which has a projected revenue of 2.366 billion yuan for 2024 [9][12]. Group 3: Market Reaction - Following the announcement of the acquisition, Kaipu Cloud's stock surged by 20%, reaching a market capitalization of 5.3 billion yuan [3]. - The market's positive response reflects investor confidence in the strategic acquisition and its potential to strengthen Kaipu Cloud's position in the semiconductor industry [3][12]. Group 4: Strategic Implications - The acquisition aligns with Kaipu Cloud's strategy to enhance its AI infrastructure capabilities by integrating high-performance storage solutions [12]. - The deal is seen as a critical move for Kaipu Cloud to recover from declining profits, with net profits dropping by 50.28% and 74.28% in 2023 and 2024, respectively [12]. - By acquiring Jintai Ke's storage business, Kaipu Cloud aims to improve its competitive edge and expand its market presence in the semiconductor sector [12].

Core Viewpoint - The acquisition strategy of Kaipu Cloud involves purchasing Nanning Taike, a subsidiary of Jintai Ke, to indirectly acquire Jintai Ke's core storage business while avoiding its debt issues [1][2][5]. Group 1: Acquisition Details - Kaipu Cloud plans to acquire 100% of Nanning Taike's shares through a combination of cash and stock issuance, with Jintai Ke transferring its operational assets to Nanning Taike as a prerequisite [1][6]. - The transaction structure includes a cash purchase of 70% of Nanning Taike's shares, followed by a stock issuance to acquire the remaining 30% [6]. - Jintai Ke's storage product business, which is being transferred to Nanning Taike, is projected to generate revenues of 8.68 billion, 23.66 billion, and 13.13 billion for the years 2023, 2024, and the first half of 2025, respectively [6]. Group 2: Financial Performance - Jintai Ke's financial status shows a net asset value of -379 million as of June 2024, indicating a significant debt issue [2][4]. - The company's revenue for 2023 and the first half of 2024 was reported at 9.41 billion and 22.10 billion, with net profits of -3.51 billion and 1.43 billion, respectively [4]. Group 3: Market Reaction and Valuation - Following the acquisition announcement, Kaipu Cloud's stock surged by 20%, reaching a market capitalization of 5.3 billion [2]. - Jintai Ke has attracted investments from various institutions, including Xianggang Technology, which has increased its stake in Jintai Ke from 10% to 13.89% over two rounds of funding, reflecting a valuation increase from 13.5 billion to 18 billion within six months [3]. Group 4: Strategic Implications - The acquisition is seen as a strategic move for Kaipu Cloud to enhance its capabilities in AI infrastructure by integrating high-performance storage solutions, thereby improving its competitive edge in the market [10]. - The deal is structured to maintain control stability, with provisions ensuring that the new investor, Wugufen Deng, can only nominate one non-independent director, preventing any immediate control shifts [8].

Market Performance - The Shanghai Composite Index rose by 1.51% to close at 3883.56 points, while the Shenzhen Component Index increased by 2.26% to 12441.07 points. The ChiNext Index saw a rise of 3% to 2762.99 points, and the STAR 50 Index gained 3.2% to 1287.73 points. The total trading volume in the Shanghai and Shenzhen markets reached 31,411.37 billion yuan [1]. Sector Movements - The robotics sector showed strong performance, with stocks like Heertai hitting the daily limit. The computing power concept also gained traction, with stocks such as Kaipu Cloud reaching the daily limit. Military stocks were active, with companies like TeFa Information hitting the daily limit. The rare earth permanent magnet sector was also lively, with Baogang Co. reaching the daily limit [1]. Limit Up Analysis - Several companies reached their daily limit due to various factors, including: - Kanni Electric (603111.SH) achieved a limit up due to semi-annual net profit growth and involvement in the robotics sector [8]. - Heertai (002402.SZ) hit the limit for the second consecutive day, driven by its stake in Moer Thread and military chip developments [8]. - Zhonggang Tianyuan (002057.SZ) reached the limit due to semi-annual report growth and involvement in humanoid robots and rare earth permanent magnets [8]. - Other notable mentions include companies like KaiDi Co. (605288.SH) and Jinli Yongci (300748.SZ), which also reached their limits due to growth in related sectors [8]. Related Hotspots - The rare earth permanent magnet sector is influenced by recent regulatory changes, specifically the "Interim Measures for Total Quantity Control Management of Rare Earth Mining and Separation," which was released on August 22. This regulation indicates that the state will implement total quantity control management for rare earth mining and processing [10].

Core Viewpoint - The company, Kaipu Cloud, announced a plan for issuing shares to acquire assets and raise supporting funds, with its stock set to resume trading on August 25, 2025, and experienced a 20% increase in share price to 78.96 yuan [1]. Group 1: Transaction Details - The transaction consists of two parts: issuing shares to purchase assets and raising supporting funds, with the success of the fundraising not affecting the asset purchase [1]. - The company plans to acquire a 30% stake in Nanning Taike Semiconductor Co., Ltd. from Shenzhen Jintaike Semiconductor Co., Ltd., which will also transfer its operational assets to Nanning Taike [1][2]. - The final transaction price will be based on an evaluation report from a qualified asset appraisal agency, and the formal agreement will be signed after the audit and evaluation are completed [2]. Group 2: Share Issuance and Pricing - The share issuance price is set at 52.64 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [4]. - The company plans to issue shares to no more than 35 specific investors, with the total amount raised not exceeding 100% of the transaction price for the asset purchase [4][6]. - The funds raised will be used for intermediary fees, transaction taxes, working capital, debt repayment, and project construction, with specific limits on the proportions allocated to working capital and debt repayment [4]. Group 3: Financial Performance - Kaipu Cloud's revenue from 2021 to 2024 was 461 million, 555 million, 694 million, and 618 million yuan, with net profits of 60.86 million, 98.03 million, 41.15 million, and 20.59 million yuan respectively [8]. - For the first half of 2025, Kaipu Cloud reported a revenue of 160 million yuan, a year-on-year increase of 2.99%, and a net profit of 3.78 million yuan, compared to a loss in the same period last year [9]. - Nanning Taike's revenue for the years 2023 to the first half of 2025 was 868 million, 2.366 billion, and 1.313 billion yuan, with net profits of -343 million, 136 million, and 49 million yuan respectively [9].

Market Overview - A-shares experienced a significant rally on August 26, with the Shanghai Composite Index rising by 1.51% to 3883 points, marking a ten-year high. The Shenzhen Component Index increased by 2.26%, and the ChiNext Index rose by 3% [1][2] - The total market turnover reached 3.18 trillion yuan, an increase of 598.1 billion yuan from the previous trading day, setting a new high since 2022 [1] Sector Performance Rare Earth Sector - The rare earth stocks surged collectively following the introduction of a new regulatory framework for rare earth mining and separation, with companies like Jinkeli Permanent Magnet hitting the daily limit of 20% [4][5] - Key performers included Jinkeli Permanent Magnet (+20%), Huicheng Environmental Protection (+13.01%), and Fangbang Co. (+12.31%) [5] Alcohol Sector - The liquor stocks also saw a significant rise, with Shede Liquor reaching the daily limit of 10%. Other notable gainers included ShuiJingFang (+7.95%) and Luzhou Laojiao (+6.35%) [6][7] - Analysts suggest that the current market liquidity is boosting the valuation of the liquor sector, which had previously been undervalued [6] Precious Metals Sector - Precious metals stocks gained traction, with Hunan Silver and Hunan Gold both hitting the daily limit of 10%. Other companies like Zhongjin Gold and Shandong Gold also saw increases [8][9] - The market anticipates a 90% chance of a rate cut by the Federal Reserve in September, which is driving interest in gold as a safe-haven asset [9][10] CPO Sector - The CPO sector performed well, with companies like Robotech and Qiangrui Technology reaching the daily limit of 20%. Other firms such as Changxin Bochuang and Zhongji Xuchuang also saw significant gains [10][11] Satellite Navigation Sector - The satellite navigation sector experienced a boost, with companies like Kaipu Cloud and Aerospace Hongtu hitting the daily limit of 20%. The sector is expected to benefit from the upcoming issuance of satellite internet licenses [12][13] Individual Stock Highlights - Cambrian Technology saw a remarkable increase of over 11%, reaching a new historical high with a market capitalization of 579.39 billion yuan. Goldman Sachs raised its target price for Cambrian by 50% to 1835 yuan [16][20]

截至2025年8月25日 10:55，科创综指ETF鹏华(589680)上涨2.95%，成分股开普云(688228)上涨20.00%， 航天宏图(688066)上涨20.00%，德科立(688205)上涨14.57%，云天励飞(688343)，海光信息(688041)等个 股跟涨。 浙商证券指出，自2024年9月24日以来，本轮AI主线引领的牛市中，科创板是引领板块。类似于，2013 年至2015年互联网主线引领的牛市中，创业板是引领板块。在这长达2年半的牛市运行中，主要划分为 三阶段，分别是，预期反转驱动、产业景气驱动、资金情绪驱动。其中，产业基本面驱动是主升段，是 牛市主要上涨阶段。 数据显示，截至2025年7月31日，上证科创板综合指数(000680)前十大权重股分别为海光信息(688041)、 寒武纪(688256)、中芯国际(688981)、金山办公(688111)、中微公司(688012)、百利天恒(688506)、联影 医疗(688271)、澜起科技(688008)、传音控股(688036)、华润微(688396)，前十大权重股合计占比 20.97%。 科创综指ETF(589680)，场外联接A ...

开普云表示，现金收购和发行股份购买资产交易完成后，南宁泰克将成为公司的控股子公司，在保留原 上市公司业务的基础上，公司将新增存储产品相关业务并将从事存储产品相关业务，公司业务范围将有 所拓展。公司股票将于2025年8月25日开市起复牌。 编辑 杨娟娟 新京报贝壳财经讯 8月24日，开普云发布公告称，公司拟通过支付现金的方式购买深圳市金泰克半导体 有限公司（简称"深圳金泰克"）持有的南宁泰克半导体有限公司（简称"南宁泰克"）70%股权（简 称"本次现金收购"），深圳金泰克将其存储产品业务的经营性资产转移至南宁泰克。本次现金收购交易 完成后，公司将取得南宁泰克暨深圳金泰克存储产品业务全部资产的控股权。同时，公司拟以发行股份 的方式购买深圳金泰克持有的南宁泰克30%股权并募集配套资金，该交易以本次现金收购交易完成为前 提。 ...

Group 1: Technology Developments - Elon Musk announced that his AI startup xAI has open-sourced the Grok 2.5 model and plans to do the same for Grok 3 in about six months, with recent updates improving image generation speed and adding new features [2] - Huawei Cloud has restructured its organization to focus on "3+2+1" business segments, which include computing, intelligent computing, storage, AI PaaS, databases, and security [2] - Huawei's CEO of Intelligent Automotive Solutions announced the upcoming release of Huawei ADS 4 and Harmony Space 5 in September, highlighting the rapid adoption of assisted driving technology in China [3] Group 2: Corporate Actions - Meituan responded to user complaints regarding refunds, stating that they have established a special customer service team to address the issues and have resolved the delay in refund information [4] - ZTE Corporation confirmed that its production and operational activities are normal, despite its stock experiencing significant price fluctuations [5] - Sunyu Optical Technology announced a memorandum of understanding to acquire approximately 33.33% of Goer Optical's shares following a restructuring [11] Group 3: Financing and Investments - Jingwang Electronics plans to invest 5 billion yuan in the Zhuhai Jinwan base expansion project, focusing on AI computing power, high-speed network communication, and automotive intelligence [10] - Databricks is conducting a K round financing exceeding 1 billion dollars, with a valuation surpassing 100 billion dollars, aimed at accelerating its AI strategy and global growth [12] - Kaipu Cloud intends to acquire 70% of Nanning Taike's shares, which will add storage product-related business to its portfolio [13] Group 4: Legal and Competitive Landscape - Apple has filed a lawsuit against a former employee for allegedly stealing trade secrets related to the Apple Watch and providing them to OPPO, which OPPO has denied [8] - Zhou Hongyi, CEO of 360 Group, commented on OpenAI's open-sourcing, suggesting that domestic large model manufacturers have significantly reduced costs, allowing developers to run AI models independently [6][7] Group 5: Innovations and Infrastructure - NVIDIA announced the launch of Spectrum-XGS Ethernet technology to address the limitations of existing commercial Ethernet infrastructure, enabling the creation of a billion-watt AI super factory [9]

Market Performance - The A-share market opened with the Shanghai Composite Index rising by 0.59% to 3848.16 points, marking a ten-year high [1] - The Shenzhen Component Index opened up by 1.03%, while the ChiNext Index increased by 1.41% [1] Sector Highlights - The CPO concept stocks led the gains, with Cambridge Technology and Changfei Optical Fiber hitting the daily limit [1] - The computing power sector also opened strong, with Kede Education and Kaipu Cloud both reaching a 20% increase [1] - The semiconductor sector continued its upward trend, with Cambrian Technology opening over 6% higher, surpassing 1300 yuan, following a 50% target price increase by Goldman Sachs to 1835 yuan [1]