致：北京致远互联软件股份有限公司 北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：(86-10) 85191300 传真：(86-10) 85191350 junhebj@junhe.com 北京市君合律师事务所 关于北京致远互联软件股份有限公司 2024 年年度股东大会的法律意见书 1 4. 根据本所律师的见证，公司于 2025 年 5 月 20 日 14:00 时在北京市海淀区 北坞村路甲 25 号静芯园 O 座一层多功能厅召开本次股东大会现场会议，会议由 公司董事长徐石先生主持。 见如下： 一、关于本次股东大会的召集和召开 1. 根据公司第三届董事会第十七次会议决议及于 2025 年 4 月 25 日在上海证 券交易所网站（www.sse.com.cn）上刊载的《北京致远互联软件股份有限公司关 于召开 2024 年年度股东大会的通知》（以下简称《股东大会通知》），公司董事会 已就本次股东大会的召开作出决议，并于会议召开二十日前以公告形式通知了股 东，《股东大会通知》中有关本次股东大会会议通知的内容符合《公司章程》的 有关规定。 2. 根据本所律师核查，本次股东大会采取现场投票与网 ...

证券研究报告 公司研究 [Table_ReportType] 点评报告 [Table_StockAndRank] 深信服(688369.SH) 投资评级： 上次评级： [Table_A 庞倩倩 uthor计算机] 行业首席分析师 执业编号：S1500522110006 邮 箱： pangqianqian@cindasc.com 信达证券股份有限公司 CINDA SECURITIES CO.,LTD 北京市西城区宣武门西大街甲127号金隅大厦 B座 邮编：100031 [Table_Title] 业绩逐步恢复，AICP 平台升级打开云业务增长空间 ➢ 云业务订单带动收入增长，利润端同比亏损收窄。收入端：2025 年一 季度实现营收 12.62 亿元，同比增长 21.91%，主要是由于今年第一季 度公司云业务订单增速较好，带动公司整体收入实现增长，且公司去年 同期收入基数较低。利润端，公司 2025 年第一季度实现归母净利润- 2.50 亿元，亏损同比收窄 48.93%。此外，2025 年一季度公司经营性 净现金流同比增长 28.00%，主要是由一季度产品销售收到的现金增加 以及购买原材料支付的货款减少所致。 ➢ ...

Core Viewpoint - The company is preparing for its 2024 annual financial settlement and 2025 budget report, emphasizing the importance of maintaining shareholder rights and ensuring orderly conduct during the shareholder meeting [1][5]. Meeting Procedures - The meeting will be organized by a designated committee to ensure proper attendance verification and orderly proceedings [1][2]. - Shareholders and their representatives have the right to speak, inquire, and vote, but must register to speak and adhere to time limits [2][3]. - Legal representatives will witness the meeting and provide legal opinions on the proceedings [3][4]. Financial Performance - In 2024, the company achieved a total revenue of 846.53 million yuan, a decrease of 18.97% year-on-year, with a notable 8.7% growth in enterprise orders [6][7]. - Research and development expenses accounted for 25.15% of total revenue, an increase of 2.48 percentage points compared to the previous year, indicating a commitment to enhancing core competitiveness through sustained investment [6][7]. Business Segments - The company has strengthened its market position in key industries such as central state-owned enterprises, manufacturing, and healthcare, with a 20.8% increase in contract amounts from central enterprises [7][8]. - The introduction of standardized products for small and medium-sized enterprises has lowered digitalization barriers and improved management efficiency [8][9]. Product Development - The company has launched several AI-driven products, including the AI-COP platform and various versions of its software tailored for different market segments, enhancing operational capabilities [9][10]. - The upcoming release of the new generation AI intelligent product line, CoMi, is expected to provide customizable AI solutions for clients [12][13]. Governance and Compliance - The board of directors has conducted regular meetings to ensure compliance with legal and regulatory requirements, maintaining effective governance and oversight [18][20]. - The supervisory board has confirmed that the company’s financial management and internal controls are robust, ensuring the protection of shareholder interests [33][34]. Future Outlook - The company aims to enhance its operational efficiency and customer value through strategic initiatives focused on AI integration and platform development, targeting sustainable growth [27][28]. - Plans for 2025 include expanding market presence in Southeast Asia and the Middle East, as well as enhancing digital solutions for government services [28][29].

证券代码:688369 证券简称:致远互联 北京致远互联软件股份有限公司 为了维护北京致远互联软件股份有限公司（以下简称"公司"）全体股东的 合法权益，保证股东依法行使股东权利，确保股东大会的正常秩序和议事效率， 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"）、《上市公司股东会规则》以及《公司章程》《股东大 会议事规则》等有关规定，特制定本须知，请全体出席股东大会的人员自觉遵守。 一、大会设会务组，负责会议的组织工作，协调处理相关事宜。为确认出席 大会的股东及股东代理人或其他出席者的出席资格，会议工作人员将对出席会议 者的身份进行必要的核对工作，请被核对者予以配合。 二、经公司审核后符合参加本次股东大会条件的股东（含股东代理人）、董 事、监事、高级管理人员及其他出席人员方可出席本次会议；公司有权拒绝不符 合条件的人士进入会场。 三、会议按照会议通知上所列顺序审议、表决议案。 四、出席现场会议的股东及股东代理人依法享有发言权、质询权、表决权等 权利。未通过股东资格审查或在主持人宣布大会开始后进入会场的股东，不具有 本次现场会议的表决权，其他权利不受影响。 ...

Investment Rating - The report maintains an "Outperform" rating for the company [1][5][11] Core Views - The company is expected to face short-term revenue and profit pressure due to economic conditions and extended project cycles, with projected EPS for 2025-2026 at -0.73 and -0.28 RMB, respectively, and a forecast of 0.32 RMB for 2027 [5][11] - Revenue projections for 2025-2027 are estimated at 903 million, 1.01 billion, and 1.15 billion RMB, respectively [5][11] - The target price is set at 35.27 RMB, based on a 4.5x PS for 2025 [5][11] Financial Summary - In 2024, the company achieved revenue of 847 million RMB, a decrease of 18.97%, with a net profit attributable to shareholders of -236 million RMB [5][11] - For Q1 2025, revenue was 105 million RMB, down 42.40%, with a net profit of -67 million RMB [5][11] - Corporate contract orders grew by 8.7% in 2024, with contracts over 1 million RMB increasing by 27.2% [5][11] Product Development - The company launched a new AI product line, CoMi, in Q1 2025, allowing customers to choose pre-made or customizable intelligent agents, contributing to a rich AI ecosystem [5][11] - The company continues to invest in platform and technology, enhancing business customization efficiency [5][11]

Investment Rating - The investment rating for the company is "Buy" [1] Core Insights - The company's performance is under short-term pressure, with a significant decline in revenue and net profit, but the effectiveness of its AI strategy is gradually becoming evident [2][4] - In 2024, the company achieved revenue of 847 million, a year-on-year decrease of 18.97%, and a net profit attributable to the parent company of -236 million, with a worsening loss margin [2][3] - The company is increasing its R&D investment, with R&D expenses accounting for 25.15% of revenue, up by 2.48 percentage points from the previous year, despite a decline in gross margin from 68.44% to 64.22% [2][3] Summary by Sections Financial Performance - In 2024, the company reported total revenue of 847 million, down 19.0% year-on-year, and a net profit of -236 million, reflecting a 371.0% increase in losses compared to the previous year [3] - The gross margin decreased to 64.2% in 2024 from 68.4% in 2023, while the return on equity (ROE) fell to -22.5% [3] Business Development - The company has seen an 8.7% increase in enterprise orders, with contracts over one million growing by 27.2% [2] - The company launched new product versions based on its V8 and V5 platforms, enhancing efficiency and expanding capabilities in various sectors [2][4] International Expansion - The company achieved a 45.8% increase in overseas revenue in 2024, with significant contracts established in regions like Hong Kong and the Middle East [2][4] Future Projections - EPS is projected to be -0.91 in 2025, -0.26 in 2026, and 0.14 in 2027, with a corresponding P/E ratio of 218.43 in 2027 [4]

Investment Rating - The investment rating for the company is "Buy" [1] Core Views - The company's performance is under short-term pressure, with a significant decline in revenue and net profit, but the effectiveness of its AI strategy is gradually becoming evident [2][4] - In 2024, the company achieved revenue of 847 million, a year-on-year decrease of 18.97%, and a net profit attributable to the parent company of -236 million, with a worsening loss margin [2][3] - The company is increasing its R&D investment, with R&D expenses accounting for 25.15% of revenue, up 2.48 percentage points from the previous year, despite a decline in gross margin from 68.44% to 64.22% [2][3] Summary by Sections Financial Performance - In 2024, the company reported total revenue of 847 million, down 18.97% year-on-year, and a net profit of -236 million, with a significant increase in loss margin [2][3] - For Q1 2025, revenue was 105 million, a decline of 42.40% year-on-year, with a net profit of -67 million [1][2] - The company expects revenues to recover slightly in the coming years, with projections of 901 million in 2025 and 1,118 million in 2027 [3] Customer Orders and Market Segments - The company saw an 8.7% increase in enterprise orders in 2024, with contracts over one million growing by 27.2% [2] - The company has made significant inroads with central state-owned enterprises, achieving a contract amount growth of 20.8% [2] Product Development - The company is focusing on product iteration and upgrades, launching new versions based on different platforms to enhance operational efficiency [2][4] - The introduction of the new AI product line CoMi aims to provide customizable AI solutions for clients, integrating mainstream AI models [4] International Expansion - The company achieved a 45.8% growth in overseas revenue in 2024, with significant contracts established in regions like Hong Kong and the Middle East [2][4]

Market Overview - A-shares exhibited mixed performance with the Shanghai Composite Index experiencing slight fluctuations while the ChiNext and STAR Market indices surged [1] - The Shanghai Composite Index closed down 0.23% at 3279.03 points, while the Shenzhen Component Index rose 0.51% to 9899.82 points, and the ChiNext Index increased by 0.83% to 1948.03 points [1] - The total trading volume across the Shanghai, Shenzhen, and Beijing markets reached 11,933 billion yuan, an increase of over 1,500 billion yuan compared to the previous day [1] Banking Sector Performance - The banking sector faced significant declines, with Huaxia Bank dropping 8.55%, and other major banks like Industrial and Commercial Bank of China, China Construction Bank, and Agricultural Bank of China falling over 3% [2][3] - The first quarter financial results of 42 listed banks showed a total operating income of 1.45 trillion yuan, a year-on-year decrease of 1.72%, and a net profit attributable to shareholders of 563.98 billion yuan, down 1.2% [5] - Huaxia Bank reported a total profit of 6.73 billion yuan for the first quarter, a decline of 15.11% year-on-year, while Xiamen Bank's operating income fell by 18.42% [5] Automotive Industry - The automotive supply chain stocks saw significant gains, with companies like Lingdian Electric Control and Jingjin Electric reaching the daily limit of 20% increase, and others like Slin Group rising over 13% [10] - The Ministry of Industry and Information Technology recently released key points for automotive standardization, emphasizing the need for enhanced standards for intelligent connected vehicles, particularly in driver assistance and autonomous driving [10][12] - The regulatory clarity regarding L2 and L3 levels of autonomous driving is expected to lead to increased resource allocation and investment in the automotive intelligence sector [12] AI Applications - The AI application sector showed strong activity, with stocks like Chuangyi Information and Zhejiang Wenhe rising significantly, and several companies hitting the daily limit [7] - Alibaba's Tongyi Qianwen released a new series of models, showcasing competitive performance against leading models in the industry, indicating a robust development in China's large model industry [8]

Group 1 - Huawei held the 2025 Hong Kong and Macau Partner Conference in Shenzhen, focusing on accelerating industry digitalization, optimizing partner policies, and successful industry solution practices [1] - The establishment of the Hong Kong and Macau Partner IDA Intelligent Digital Alliance aims to unite ecosystem partners to build an open platform, promoting the deep integration of AI technology with industry scenarios [3] - Zhiyuan Interconnection, as a key member of the alliance, marks a higher level of cooperation with Huawei, enhancing collaboration in technology sharing and ecosystem building [3] Group 2 - Zhiyuan Interconnection is a leading digital service provider in China, actively pursuing an overseas strategy and expanding into markets in Hong Kong, Macau, Southeast Asia, the Middle East, and emerging regions like Africa and Latin America [3] - The cooperation between Zhiyuan Interconnection and Huawei Cloud began in 2019 and has recently upgraded to focus on AI solutions, leveraging Huawei's Ascend computing foundation and self-developed AI-COP collaborative operation platform [4] - Both companies have achieved significant results in overseas markets, including projects with the Côte d'Ivoire Ministry of Interior and the Iraq National Data Center [4]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company is experiencing short-term pressure on performance but is actively positioning itself in the AI Agent space. The long-term development outlook remains positive despite current challenges [4][5] - Revenue for 2024 is projected to decline by 18.97% year-on-year, with a net loss of 236 million yuan, indicating an expanded loss compared to the previous year [4] - The company has adjusted its net profit forecasts for 2025-2026 to -97 million and -23 million yuan respectively, with a new forecast for 2027 set at 21 million yuan [3] Financial Summary - In 2024, the company achieved operating revenue of 847 million yuan, down from 1,045 million yuan in 2023, with a gross margin decrease from 68.44% to 64.22% [4][6] - For Q1 2025, the company reported operating revenue of 105 million yuan, a decline of 42.4% year-on-year, with a net loss of approximately 66.98 million yuan [4] - The company's EPS (Earnings Per Share) is projected to be -0.84, -0.20, and 0.18 yuan for 2025, 2026, and 2027 respectively, with a corresponding PE ratio of 148.6 for 2027 [3][6] Strategic Initiatives - The company launched a new generation of AI intelligent products, CoMi, which integrates mainstream AI models and allows for the creation of customized agents for various applications [5]