山大地纬软件股份有限公司 详式权益变动报告书 上市公司名称：山大地纬软件股份有限公司 股票上市地点：上海证券交易所 股票简称：山大地纬 信息披露义务人名称：山东高速集团有限公司 通讯地址：山东省济南市历下区龙奥北路 8 号 股份变动性质：股份增加 签署日期：2025 年 10 月 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"《中华人 民共和国证券法》"）、《上市公司收购管理办法》（以下简称"《收购办法》"）、 《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》（以 下简称"准则 15 号"）、《公开发行证券的公司信息披露内容与格式准则第 16 号——上市公司收购报告书》（以下简称"准则 16 号"）及相关的法律法规 编写本报告书。 二、依据《中华人民共和国证券法》《收购办法》、准则 15 号、准则 16 号的规定，本报告书已全面披露了信息披露义务人在山大地纬软件股份有限公司 中拥有权益的股份变动情况； 截至本报告书签署之日，除本报告书披露的持股信息外，信息披露义务人没 有通过任何其他方式增加或减少其在山大地纬软件股份有限公司中拥有权益的 股份。 三、信息 ...

山大地纬软件股份有限公司 简式权益变动报告书 上市公司名称：山大地纬软件股份有限公司 股票上市地点：上海证券交易所 股票简称：山大地纬 股票代码：688579 信息披露义务人：山东山大资本运营有限公司 住所：山东省济南市历城区山大南路 29 号鲁能科技大厦 A 座 506 通讯地址：山东省济南市历城区山大南路 29 号鲁能科技大厦 A 座 506 权益变动性质：股份减少 签署日期：二〇二五年十月二十七日 1 信息披露义务人声明 本部分所述词语或简称与本报告书"释义"所述词语或简称具有相同含义。 一、本信息披露义务人依据《中华人民共和国公司法》《中华人民共和国证 券法》《上市公司收购管理办法》《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、法规和规范性文件编制本报告书。 三、依据《中华人民共和国证券法》、《上市公司收购管理办法》、《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》的规定，本 报告书已全面披露了信息披露义务人在山大地纬软件股份有限公司中拥有权益 的股份变动情况。 四、截至本报告书签署之日，除本报告书披露的信息外，上述信息披露义务 人 ...

Core Viewpoint - Shandong Gaosu Group Co., Ltd. has become the largest shareholder of Shandong Dadiwei Co., Ltd. by acquiring 98,362,459 shares, representing 24.59% of the total share capital, through a non-compensatory transfer of state-owned equity [1] Group 1: Shareholding Changes - Prior to this equity change, Shandong Gaosu Group Co., Ltd. did not hold any shares in the company [1] - After the change, Shandong Gaosu Group Co., Ltd. holds 24.59% of the shares, making it the controlling shareholder [1] - The share transfer does not involve any payment, and the shares are free from pledges, freezes, or other rights restrictions [1] Group 2: Future Plans - Shandong Gaosu Group Co., Ltd. does not rule out the possibility of increasing its shareholding in the company within the next 12 months [1] - There are no plans for share reduction within the next 18 months, except for transfers between entities under the same actual controller [1] - The change in controlling shareholder does not affect the actual controller of the company [1]

Group 1 - The core point of the news is the change of actual controllers for Ouma Software and Shanda Diwei, with shares being transferred to Shandong Guotou and Shandong Gaosu Group, resulting in a shift from Shandong University to the Shandong Provincial State-owned Assets Supervision and Administration Commission [1][8][12] Group 2 - Ouma Software's main business focuses on the research, development, sales, and service of information technology products in the examination and assessment field, reporting a revenue of 212 million yuan in 2024, a decrease of 3.88% year-on-year, and a net profit of 70.10 million yuan, down 8.35% year-on-year [6] - Shanda Diwei, a leading "AI + blockchain" technology service provider, achieved a revenue of 555 million yuan in 2024, an increase of 3.14% year-on-year, but reported a net profit of 64.08 million yuan, which is a decline of 21.04% year-on-year [10] Group 3 - The announcement follows a historical context where Shandong University had previously transferred shares of Shanda Industrial Group to Shandong Guotou, leading to a change in control for the listed company Shanda Huate [4] - Shanda Capital, established in July 2019 with a registered capital of 150 million yuan, is fully controlled by Shandong University and engages in activities such as mergers and acquisitions, asset restructuring, and equity investment [14] - In April 2025, both companies had previously disclosed plans for deepening the reform of university-affiliated enterprises, which could lead to changes in actual control [16]

Group 1 - Delong Huineng (000593) announced on October 24 that its controlling shareholder, Beijing Dingxin Ruitong Technology Development Co., Ltd., signed a share transfer intention agreement with Dongyang Noxin Composite Material Management Partnership (Limited Partnership), intending to transfer 29.64% of its shares, which may lead to a change in control of the company [1][3] - If the share transfer is completed, the actual controller of the company will change, but it will not adversely affect the company's normal production and sustainable development [3] - The company primarily engages in urban gas business, LNG-related business, and comprehensive energy business [4] Group 2 - Gongjin Co., Ltd. (603118) announced on October 24 that its major shareholders are planning a share transfer, which may lead to a change in control [4] - The company will suspend trading from October 27 due to the ongoing negotiations regarding the share transfer, with an expected suspension period of no more than two trading days [6] - Gongjin Co., Ltd. is a provider of information and communication products, covering various network communication and AI hardware manufacturing businesses [6] Group 3 - ST Baoying (002047) announced on October 24 that it plans to issue up to 423 million shares to Hainan Shitong New Investment Co., Ltd., raising no more than 800 million yuan, which will be used to supplement working capital and repay debts [8] - The controlling shareholder, Zhuhai Dahengqin Group Co., Ltd., intends to transfer 5.01% of its shares to Shitong New, with a transfer price of no less than 4.67 yuan per share, totaling no less than 355 million yuan [8] - After the completion of the share transfer and related agreements, the controlling shareholder will change to Shitong New, with the actual controllers being Fu Xiaoqing and Fu Xiangde [8] Group 4 - Shanda Diwei (688579) announced on October 24 that its actual controller, Shandong University, and Shandong Provincial State-owned Assets Supervision and Administration Commission signed a non-compensatory transfer agreement, transferring 24.59% of shares to Shandong High-speed Group [9][13] - If the transfer is completed, the controlling shareholder will change from Shanda Capital to Shandong High-speed Group, and the actual controller will change from Shandong University to Shandong Provincial State-owned Assets Supervision and Administration Commission [13] - Shanda Diwei's main business includes smart social security, smart medical insurance, and intelligent electricity, with revenue primarily from government departments and social enterprises [13] Group 5 - Huamai Technology (603042) announced on October 24 that it will resume trading on October 27 after terminating the planned change of control due to a lack of consensus on core issues with the transaction party [14] - Huamai Technology is a provider of information communication network infrastructure solutions, focusing on creating value for customers in the communication field [14]

Group 1 - Delong Huineng (000593) announced on October 24 that its controlling shareholder, Beijing Dingxin Ruitong Technology Development Co., Ltd., signed a share transfer intention agreement with Dongyang Noxin Chip Material Enterprise Management Partnership (Limited Partnership), intending to transfer 29.64% of its shares, which may lead to a change in control of the company [1][3] - If the share transfer is completed, the actual controller of the company will change, but it will not adversely affect the company's normal production and sustainable development [3] - The company primarily engages in urban gas business, LNG-related business, and comprehensive energy business [4] Group 2 - Gongjin Co., Ltd. (603118) announced on October 24 that its major shareholders are planning a share transfer that may lead to a change in control [4] - The company has applied for a trading suspension starting October 27, with an expected duration of no more than two trading days [6] - ST Baoying (002047) plans to issue up to 423 million shares to raise no more than 800 million yuan, primarily for replenishing working capital and repaying debts [6][8] Group 3 - ST Baoying's controlling shareholder, Zhuhai Dahengqin Group Co., Ltd., intends to transfer 5.01% of its shares to Hainan Shitong New Investment Co., Ltd. at a price not lower than 4.67 yuan per share, totaling at least 355 million yuan [8] - The transfer will result in a change of controlling shareholder to Shitong New, with the actual controllers being Fu Xiaoqing and Fu Xiangde [8] - Shandong University and Shandong Provincial State-owned Assets Supervision and Administration Commission signed an agreement to transfer 24.59% of shares of Shanda Diwei (688579) to Shandong High-speed Group [9][13]

Core Points - The core viewpoint of the news is the announcement of the contract for the upgrade project of the medical insurance direct connection in Tai'an, which has been awarded to Shanda Diwei Software Co., Ltd. [1][2] Company Summary - Shanda Diwei Software Co., Ltd. has invested in a total of 8 enterprises and participated in 4,378 bidding projects [1]. - The company holds 228 trademark registrations, 218 patents, and 524 copyright registrations, along with 14 administrative licenses [1]. Project Details - The procurement was conducted by the Tai'an Medical Insurance Bureau, with Shanda Diwei Software Co., Ltd. being the awarded supplier [2]. - The contract amount for the project is 861,000 [2]. - The project is located in Shandong Province and was published on October 23, 2025 [2].

Core Viewpoint - The control change plan for Shanda Diwei (688579) has been finalized, with the controlling shareholder shifting from Shanda Capital to Shandong High-speed Group, and the actual controller changing from Shandong University to the State-owned Assets Supervision and Administration Commission of Shandong Province [1][5]. Control Change - Shanda Capital plans to transfer 24.59% of its shares in Shanda Diwei to Shandong High-speed Group without compensation, retaining 4.99% of the shares post-transfer [5]. - The control change process began on April 10, 2023, in response to national policies regarding the reform of enterprises affiliated with universities [5]. - Shanda Diwei's main business includes smart human resources, smart medical insurance, and intelligent electricity usage, with revenue primarily from government departments and institutions [5]. Financial Performance - In the first half of the year, Shanda Diwei achieved revenue of 209 million, a year-on-year increase of 0.46%, and a net profit attributable to shareholders of 19.77 million, a decrease of 5.18% compared to the previous year [5]. - Since the announcement of the control change plan, Shanda Diwei's stock price has increased by 26%, with a current market capitalization of 4.6 billion [5]. Industry Reform - The reform of enterprises affiliated with universities has been ongoing since 2018, with several universities, including Tsinghua University and Fudan University, actively pursuing asset divestiture [6]. - Shandong University is further advancing this reform, with another company, Ouma Software, also planning to transfer 25.82% of its shares to a state-owned investment holding company [6]. Talent and Innovation - Shanda Diwei benefits from a strong talent pool, including 8 professors and 6 doctoral supervisors, as well as several innovation platforms and collaborations with top universities [6]. - The company has established multiple research centers and platforms for technology transfer and collaboration, enhancing its business capabilities [6]. Operational Stability - The company has stated that the share transfer will not affect its normal production and operations, which are currently stable [7].

Core Viewpoint - The control change plan for Shanda Diwei (688579) has been finalized, with the controlling shareholder shifting from Shanda Capital to Shandong Expressway Group, and the actual controller changing from Shandong University to the State-owned Assets Supervision and Administration Commission of Shandong Province [2][6]. Group 1: Control Change Details - Shanda Capital plans to transfer 24.59% of its shares in Shanda Diwei to Shandong Expressway Group without compensation, retaining 4.99% of the shares post-transfer [6]. - The control change planning began on April 10, 2023, in response to national policies on the reform of enterprises affiliated with universities [6]. - The stock price of Shanda Diwei has increased by 26% since the announcement of the control change plan, with a current market capitalization of 4.6 billion [6]. Group 2: Business Performance - In the first half of the year, Shanda Diwei achieved revenue of 209 million, a year-on-year increase of 0.46%, and a net profit attributable to shareholders of 19.77 million, a decrease of 5.18% compared to the same period last year [6]. - The company primarily serves government departments, medical institutions, and social enterprises, focusing on smart human resources, smart medical insurance, and intelligent electricity usage [6]. Group 3: Industry Context - The reform of university-affiliated enterprises has been ongoing since 2018, with several universities, including Tsinghua University and Fudan University, actively divesting assets [7]. - Shanda Diwei benefits from a strong talent pool, including 8 professors and 6 doctoral supervisors, and has established multiple innovation platforms in collaboration with institutions like Nanyang Technological University [7]. - The company emphasizes the transformation and empowerment of cutting-edge technologies into its business through collaborative research projects [7]. Group 4: Operational Stability - Shanda Diwei has stated that the share transfer will not affect its normal production and operations, which are currently stable [8].

证券代码：688579 证券简称：山大地纬 公告编号：2025-022 山大地纬软件股份有限公司 关于控股股东、实际控制人拟变更暨股东权益变动的提示性 公告 本公司董事会及全体董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。 重要提示： 1、山大地纬软件股份有限公司（以下简称"公司"或"山大地纬"）实际控 制人山东大学、山东省人民政府国有资产监督管理委员会（以下简称"山东省国 资委"）、划入方山东高速集团有限公司（以下简称"山东高速集团"）、划出方山 东山大资本运营有限公司（以下简称"山大资本"）于2025年10月24日签订《无 偿划转协议》，山大资本将其持有的公司24.59%股份无偿划转给山东高速集团。 2、若本次无偿划转顺利完成，公司控股股东、实际控制人将发生变化，控 股股东由山大资本变更为山东高速集团，实际控制人由山东大学变更为山东省国 资委。 4、本次无偿划转不触及要约收购。 5、本次无偿划转实施尚需取得各方有权监管机构审批、上海证券交易所对 本次股份转让的合规性确认，并需在中国证券登记结算有限责任公司办理完成股 份登记过户手续，相关 ...