2025 年 10 月 证券代码：688343 证券简称：云天励飞 | 一、释义 3 | | --- | | 二、声明 4 | | 三、基本假设 5 | | 四、本激励计划的主要内容 6 | | （一）激励对象的范围及分配情况 6 | | （二）激励方式、来源及数量 7 | | （三）本激励计划的有效期、授予日、归属安排和禁售期 7 | | （四）限制性股票授予价格和授予价格的确定方法 10 | | （五）限制性股票的授予与归属条件 10 | | （六）本激励计划的其他内容 13 | | 五、独立财务顾问意见 13 | | （一）对本激励计划是否符合政策法规规定的核查意见 13 | | （二）对公司实行股权激励计划可行性的核查意见 14 | | （三）对激励对象范围和资格的核查意见 15 | | （四）对股权激励计划权益授出额度的核查意见 15 | | （五）对上市公司是否为激励对象提供任何形式的财务资助的核查意见 16 | | （六）对激励计划授予价格定价方式的核查意见 16 | | （七）对本激励计划是否存在损害上市公司及全体股东利益的情形的核查意 | | 见 17 | | （八）对公司实施本激励计划的财 ...

上海君澜律师事务所 关于 深圳云天励飞技术股份有限公司 2025 年限制性股票激励计划（草案） 之 法律意见书 二〇二五年十月 上海君澜律师事务所 法律意见书 释 义 在本法律意见书中，除非文意另有所指，下列词语具有以下含义： | 公司/云天励飞 | 指 | 深圳云天励飞技术股份有限公司 | | --- | --- | --- | | 《激励计划（草 | | 《深圳云天励飞技术股份有限公司 年限制性股 2025 | | 案）》 | 指 | 票激励计划（草案）》 | | | | 深圳云天励飞技术股份有限公司拟根据《深圳云天 | | 本次激励计划 | 指 | 励飞技术股份有限公司 年限制性股票激励计划 2025 | | | | （草案）》实施的股权激励 | | 《考核办法》 | 指 | 《深圳云天励飞技术股份有限公司 2025 年限制性股 | | | | 票激励计划实施考核管理办法》 | | | | 按照本次激励计划之规定获授限制性股票的公司 | | 激励对象 | 指 | （含子公司）高级管理人员、核心技术人员、核心 | | | | 骨干及董事会认为需要激励的其他人员 | | | | 公司根据本次激励计划规定的条 ...

2025 年限制性股票激励计划实施考核管理办法 深圳云天励飞技术股份有限公司（以下简称"公司"）为了建立、健全公司长 效激励约束机制，吸引和留住优秀人才和核心骨干，充分调动和发挥工作积极性、 创造性，有效提升团队凝聚力和企业核心竞争力，将股东利益、公司利益和个人 利益结合在一起，使各方共同为公司经营目标的实现和战略发展贡献力量，实现 长远发展，在充分保障股东利益的前提下，按照收益与贡献匹配的原则，根据《中 华人民共和国公司法》（以下简称《公司法》）、《中华人民共和国证券法》（以 下简称《证券法》）、《上市公司股权激励管理办法》（以下简称《管理办法》）、 《上海证券交易所科创板股票上市规则》、《科创板上市公司自律监管指南第 4 号—股权激励信息披露》等有关法律、法规和规范性文件以及《深圳云天励飞技 术股份有限公司章程》（以下简称《公司章程》）的规定，制定了《深圳云天励 飞技术股份有限公司 2025 年限制性股票激励计划（草案）》（以下简称《激励 计划》或"本激励计划"）。 为保证本激励计划的顺利实施，现根据《公司法》《证券法》《管理办法》 等有关法律、法规和规范性文件以及《公司章程》、《激励计划》的相关规定， ...

Financial Performance - The company's operating revenue for the third quarter reached ¥304,958,995.64, representing a year-on-year increase of 57.59%[3] - The total profit for the period was a loss of ¥87,938,464.35, while the net profit attributable to shareholders was a loss of ¥91,971,022.57[3] - The net profit attributable to shareholders after deducting non-recurring gains and losses was a loss of ¥105,532,271.93 for the current period[3] - Total revenue for the first three quarters of 2025 reached ¥950,746,330.61, a significant increase of 97.3% compared to ¥482,973,313.02 in the same period of 2024[17] - The net loss for the first three quarters of 2025 was ¥291,035,242.08, an improvement from a net loss of ¥422,698,095.87 in the same period of 2024[18] - The company reported a decrease in comprehensive income, totaling -¥262,114,776.52 for the first three quarters of 2025, compared to -¥422,589,816.64 in 2024[19] Research and Development - Research and development expenses amounted to ¥94,006,092.40, accounting for 30.83% of operating revenue, a decrease of 10.91 percentage points compared to the previous year[4] - Research and development expenses for the first three quarters of 2025 amounted to ¥296,542,451.90, up from ¥261,807,259.03 in 2024, reflecting a 13.2% increase[17] Cash Flow and Liquidity - The net cash flow from operating activities was ¥155,206,972.42, indicating a significant increase due to large sales receipts during the period[3][8] - Cash generated from operating activities was ¥1,050,252,459.93 in the first three quarters of 2025, compared to ¥562,898,946.25 in 2024, indicating a 86.5% increase[21] - Net cash flow from operating activities improved to $194.74 million in 2025, compared to a negative cash flow of $448.06 million in 2024[22] - The ending cash and cash equivalents balance for 2025 was approximately $1.23 billion, compared to $637.55 million at the end of 2024, reflecting a net increase of $322.67 million[23] Assets and Liabilities - Total assets increased by 15.85% year-on-year, reaching ¥5,697,936,400.26[4] - The company's total assets reached ¥5,697,936,400.26 as of September 30, 2025, compared to ¥4,918,496,203.98 at the end of 2024[15] - The company's total liabilities increased to ¥1,802,370,993.79 as of September 30, 2025, compared to ¥972,542,538.57 at the end of 2024[14] - The total liabilities decreased to CNY 2.73 billion from CNY 2.83 billion, indicating a decline of about 3.5%[12] Shareholder Information - The company reported a total of 42,338 common shareholders at the end of the reporting period[10] - The basic and diluted earnings per share were both -¥0.26 for the current period[3] - The basic and diluted earnings per share for the first three quarters of 2025 were both -¥0.84, an improvement from -¥1.20 in the same period of 2024[19] Market and Strategic Focus - The company is focusing on expanding its market presence and developing new technologies, although specific figures were not disclosed in the conference call[12]

Core Viewpoint - Yuntian Lifa (688343) has seen significant financing activity, with a net financing purchase of 4.6958 million yuan on October 27, 2025, indicating strong investor interest in the stock [1]. Financing Summary - On October 27, 2025, the financing net purchase was 4.6958 million yuan, with a financing balance of 1.51 billion yuan, representing 7.15% of the circulating market value [2]. - Over the past three trading days, the cumulative net purchase reached 19.3208 million yuan [1]. - The financing balance has shown a slight increase of 0.31% compared to the previous day [4]. Margin Trading Summary - On October 27, 2025, there were no net sell transactions in margin trading, with a remaining margin of 17,800 shares [3]. - The margin trading balance was recorded at 1.4213 million yuan on the same day [3]. Overall Margin Trading Balance - The total margin trading balance reached 1.511 billion yuan on October 27, 2025, reflecting an increase of 468.32 million yuan from the previous day [4].

Group 1 - The three major indices opened high, with the technology sector continuing its strong performance, particularly the Robot Index ETF (560770) which rose by 1.29% [1] - The Robot Index ETF (560770) has seen a net inflow of 654 million yuan since October, with a net subscription of 120 million yuan over the last three days, and its share has increased by over 111.4% since its listing on September 1, reaching a new high of over 2.07 billion yuan [1] - The demand for robots is robust, with significant contributions from the development and export of industrial and service robots to industrial upgrades [1] Group 2 - According to the latest research from Shenwan Hongyuan, the structural characteristics of A-shares in the five-year planning period will reflect the strongest direction in AI, robotics, and semiconductors by 2025, with a positive outlook for technology leaders in the fourth quarter of 2025 [2] - The Robot Index ETF (560770) tracks the CSI Robot Index, which includes major stocks such as Huichuan Technology, iFlytek, Roborock, Dahua Technology, and others [2] - The top three industries in the CSI Robot Index account for 83.22%, with mechanical equipment being the largest at 55.89%, followed by computers at 18.9% and home appliances at 8.43% [2]

Group 1 - The core viewpoint of the article highlights the performance of the Penghua Science and Technology Innovation 100 ETF, which reported a net value growth rate of 49.82% over the past year [1] - The fund's top ten holdings have seen changes, with new additions including Dongxin Co., Ltd., Yuanjie Technology, and Yuntian Lefe [1] - Huahong Technology remains the largest holding at 3.74% of the fund's portfolio, while Zexing Pharmaceutical, Naxin Micro, and Guodun Quantum have exited the top ten holdings [1] Group 2 - Detailed data on the fund's top holdings shows that Dongxin Co., Ltd. has entered the top ten with 1.872 million shares valued at 200 million yuan, and Yuanjie Technology has also entered with 362,500 shares valued at 156 million yuan [1] - Other notable changes include a reduction in holdings for Huahong Technology by 1.75%, with 2.4635 million shares valued at 282 million yuan, and a decrease in holdings for Baijie Shenzhou by 1.89% [1] - The fund's overall strategy reflects a shift in focus towards emerging technology companies, as indicated by the new additions and reductions in existing holdings [1]

Investment Rating - The industry investment rating is "Outperform the Market" (maintained) [3][36] Core Viewpoints - The report highlights that artificial intelligence (AI) is driving a semiconductor supercycle, with significant investments and collaborations in the sector, such as Anthropic's partnership with Google, which includes a deal for up to one million custom TPU chips [3] - Major memory manufacturers like Samsung and SK Hynix are expected to raise prices of DRAM and NAND storage products by up to 30% in response to the surge in AI-driven demand [3] - Amphenol reported a 53.35% year-on-year increase in revenue for Q3 2025, driven by the growing demand for data center solutions [3] - The report anticipates a substantial increase in overall computing power by 2035, predicting a growth of up to 100,000 times, emphasizing the transformative potential of general artificial intelligence [3] Summary by Sections 1. Market Review - The electronic industry saw a weekly increase of 8.49% from October 20 to October 24, with the communication sector leading at 11.55% [6] - The Philadelphia Semiconductor Index rose from 6,885.03 points to 6,976.94 points during the same period, indicating a positive trend since April 2025 [11] 2. Industry High-Frequency Data Tracking 2.1 Panel Prices - TV panel prices are expected to stabilize due to healthy inventory levels, with no significant changes anticipated for various sizes [17] 2.2 Memory Prices - Prices for DDR5 and DDR4 memory chips have shown an upward trend, with DDR5 increasing from $10.457 to $12.615 and DDR4 from $24.333 to $24.721 between October 20 and October 24 [21]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has issued supplementary material requirements for 11 companies, including Yuntian Lifei, regarding their overseas listing applications, focusing on compliance with foreign investment policies and operational norms [1][2]. Group 1: Company Operations - Yuntian Lifei is required to clarify its business scope, specifically regarding its operations in value-added telecommunications, electronic publishing, economic information consulting, and advertising, ensuring compliance with foreign investment restrictions and necessary licenses [1][2]. - The company must provide a detailed explanation of its business model and the involvement of large models, including whether it has completed the necessary filings for these models [1][2]. Group 2: Regulatory Compliance - Yuntian Lifei is instructed to supplement its legal opinion with information about its business operations and compliance with regulations, particularly concerning its subsidiaries [2]. - The company must disclose whether it develops or operates websites, apps, or other digital products, and detail the types of information content provided to third parties, including user data collection and protection measures [2]. Group 3: Financial Performance - Yuntian Lifei is recognized as a leading AI company in China, focusing on the research, design, and commercialization of AI inference chips, with a complete closed-loop from infrastructure to product development [3]. - The company's financial performance shows revenues of approximately 546 million RMB, 506 million RMB, and 917 million RMB for the years 2022, 2023, and 2024 respectively, with corresponding losses of about 448 million RMB, 384 million RMB, and 572 million RMB [3].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has issued supplementary material requirements for 11 companies, including Yuntian Lifei, regarding their overseas listing applications, focusing on compliance with foreign investment policies and operational norms [1][2]. Group 1: Company Operations - Yuntian Lifei is required to clarify its business scope, specifically regarding its operations in value-added telecommunications, electronic publishing, and advertising, ensuring compliance with foreign investment restrictions and necessary licenses [1][2]. - The company must provide a detailed explanation of its business model and the involvement of large models, including whether it has completed the necessary registrations for these models [1][2]. Group 2: Regulatory Compliance - Yuntian Lifei must confirm whether it or its subsidiaries are involved in developing or operating websites, apps, or other digital products, and detail the types of information content provided to third parties, along with user data protection measures [2]. - The company is required to ensure compliance with the regulations regarding overseas issuance and listing, specifically checking for any prohibitive circumstances [2]. Group 3: Financial Performance - Yuntian Lifei reported revenues of approximately 546 million RMB, 506 million RMB, and 917 million RMB for the fiscal years 2022, 2023, and 2024, respectively, with losses of about 448 million RMB, 384 million RMB, and 572 million RMB during the same periods [3]. - For the three months ending March 31, 2024, and 2025, the company recorded revenues of approximately 98.4 million RMB and 264 million RMB, with losses of about 13.8 million RMB and 85.8 million RMB, respectively [3].