北京金杜（成都）律师事务所 关于武汉达梦数据库股份有限公司 2024 年年度股东会的 法律意见书 致：武汉达梦数据库股份有限公司 为出具本法律意见书，本所律师查阅了公司提供的以下文件： 1. 公司 2024 年 12 月 24 日公告的《公司章程》； 2. 公司于 2025 年 4 月 11 日召开的第二届董事会第九次会议决议及同日 召开的第二届监事会第六次会议决议； 3. 公司于 2025 年 4 月 24 日召开的第二届董事会第十次会议决议及同日 召开的第二届监事会第七次会议决议； 4. 公司 2025 年 4 月 15 日刊登于上交所网站（网址：www.sse.com.cn） 的《武汉达梦数据库股份有限公司关于召开 2024 年年度股东会的通知》（以 下简称《本次股东会通知》）； 北京金杜（成都）律师事务所（以下简称本所）接受武汉达梦数据库股份 有限公司（以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证 券法》）、《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理 委员会《上市公司股东会规则》（以下简称《股东会规则》）等中华人民共和国 境内（以下简称中国境内，为本法律意见书之 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - The company reported a total revenue of 258 million yuan for Q1 2025, representing a year-on-year growth of 55.61%. The net profit attributable to shareholders reached 98.16 million yuan, up 76.39% year-on-year, significantly exceeding market expectations, primarily benefiting from the acceleration of the "Xin Chuang" initiative [2][4][10]. - The company's strong profitability in its basic software product model has led to an increase in net profit margin, which reached 37.45%, up 4.68 percentage points year-on-year. The gross profit margin for the reporting period was 96.92%, reflecting the high-margin nature of the software licensing business [10]. Summary by Sections Financial Performance - For Q1 2025, the company achieved total revenue of 258 million yuan, a 55.61% increase year-on-year. The net profit attributable to the parent company was 98.16 million yuan, marking a 76.39% increase year-on-year. The net profit after deducting non-recurring gains and losses was 96 million yuan, up 87.92% year-on-year [2][4][10]. Market Dynamics - The company's performance is attributed to the accelerated information technology construction in sectors such as government, energy, and transportation, along with increased procurement. The "Xin Chuang" industry products align with national policies favoring domestic products, leading to significant funding support and an optimistic outlook for industry growth in 2025 [10]. Profitability and Cost Management - The company maintained a strong gross profit margin of 96.92% and improved its net profit margin to 37.45%. The sales, management, and R&D expenses were 82 million yuan, 25 million yuan, and 55 million yuan respectively, with year-on-year increases of 29.72%, 36.51%, and 25.83%. However, the expense ratios as a percentage of sales decreased, indicating effective cost control [10]. Future Outlook - The company is positioned as a leader in the domestic database sector, with advantages in product autonomy, core technology breakthroughs, and ecosystem migration. The expected growth in the "Xin Chuang" promotion cycle from 2025 to 2027 is anticipated to support high industry growth [10]. The projected net profits for 2024, 2025, and 2026 are 470 million yuan, 580 million yuan, and 710 million yuan respectively, with corresponding price-to-earnings ratios of 59, 48, and 39 [10].

Core Insights - The company reported a revenue of 1.044 billion yuan for 2024, representing a year-on-year growth of 31.49%, and a net profit attributable to shareholders of 362 million yuan, up 22.22% [1] - In Q1 2025, the company achieved a revenue of 258 million yuan, a significant increase of 55.61% year-on-year, with a net profit of 98 million yuan, reflecting a growth of 76.39% [2] Revenue Breakdown - Software product licensing revenue for 2024 reached 894 million yuan, growing by 22.79% year-on-year, while operation and maintenance service revenue was 38 million yuan, up 38.50% [2] - The revenue from data and industry solutions surged to 98 million yuan, marking a remarkable increase of 204.51% year-on-year, and database integrated machine sales revenue was 13 million yuan, up 179.59% [2] R&D Investment - The company has been increasing its R&D investment, which accounted for 19.79% of revenue in 2024 and 21.21% in Q1 2025 [3] - The company has developed advanced technologies in database management systems, cloud computing, and big data, and is also focusing on the integration of databases with artificial intelligence [3] Market Positioning and Partnerships - The company is expanding its ecosystem by achieving compatibility with over 11,000 products and forming deep collaborations with more than a thousand top ISVs and channel partners [4] - The company is strategically focusing on the financial sector and implementing differentiated market strategies based on industry characteristics and customer needs to drive steady growth [4]

Investment Rating - The investment rating for the computer industry is "Buy" [2] Core Insights - The computer industry is experiencing a bottoming out of demand in 2024, with significant differences in structural performance across various segments. Companies are enhancing operational efficiency to cope with the challenges [6][14] - The median revenue growth rate for the industry in 2024 is -1.59%, a decrease of 4.88 percentage points from 2023. The median net profit growth rate is -2.24%, down 8.35 percentage points from the previous year [15] - The report highlights that while revenue and profit metrics are declining, the rate of decline is slowing, indicating potential for improvement in Q1 2025 [15][16] Summary by Sections 1. 2024 Annual Report: Bottoming Demand and Efficiency Improvements - The report analyzes the performance of 208 listed companies in the computer industry, revealing that the overall revenue growth is stabilizing, and profit margins are showing signs of recovery [14][15] - Different segments within the industry show varying performance, with IT hardware, trusted computing, and smart vehicle sectors demonstrating positive growth trends [16][28] 2. Demand Stabilization and Financial Indicators - The report notes that contract liabilities are beginning to improve, and accounts receivable growth is declining, indicating a more stable financial environment [23][24] - Cash inflows from sales of goods and services have significantly increased, reflecting a positive trend in operational cash flow [24] 3. Investment Activity and Valuation Levels - The report indicates an increase in net cash outflow from investment activities, suggesting an expansion trend among companies [26] - As of April 30, 2025, the industry’s price-to-earnings (P/E) ratio is 46 times, with software companies showing a higher P/E increase compared to hardware companies [19][20] 4. Key Areas of Investment Value - The report identifies several key areas with strong investment potential, including AI applications, domestic software and hardware replacements, and the smart driving industry [20][21] - The acceleration of domestic orders in trusted computing and the expansion of the Harmony OS ecosystem are expected to enhance the competitive edge of leading companies in the industry [20][21]

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - The company achieved a total revenue of 1.044 billion yuan in 2024, representing a year-on-year growth of 31.49%. The net profit attributable to the parent company was 362 million yuan, up 22.22% year-on-year. In Q4 2024, total revenue reached 415 million yuan, a 19.34% increase year-on-year, with a net profit of 188 million yuan, growing by 5.43% [4][9]. - The growth in revenue is attributed to the acceleration of information construction in sectors such as energy and transportation, leading to a 22.79% increase in software product licensing revenue. Additionally, the data and industry solutions business saw a remarkable growth of 204.51% due to the expedited delivery and acceptance of major projects [2][9]. - The company's core business gross margin remains robust, with a significant recovery in profitability in Q4 2024. The gross margin for Q4 was 94.65%, reflecting a 22.06 percentage point increase from Q3 2024 [9]. Summary by Sections Financial Performance - Total revenue for 2024 was 1.044 billion yuan, with a year-on-year growth of 31.49%. The net profit attributable to the parent company was 362 million yuan, marking a 22.22% increase. In Q4 2024, total revenue was 415 million yuan, up 19.34% year-on-year, and net profit was 188 million yuan, a growth of 5.43% [4][9]. Business Segments - Software product licensing revenue increased by 22.79% to 894 million yuan, driven by heightened demand in energy and transportation sectors. The data and industry solutions segment surged by 204.51% to 98 million yuan, attributed to faster project deliveries. The database integrated machine sales grew by 179.59% to 13 million yuan, reflecting improved efficiency in database adaptation [2][9]. Profitability - The overall gross margin for 2024 was 89.63%, a decrease of 6.18 percentage points year-on-year, primarily due to the higher proportion of lower-margin data and industry solutions revenue. However, Q4 2024 saw a gross margin of 94.65%, indicating a strong recovery in profitability [9]. Future Outlook - The company is positioned to benefit from the anticipated acceleration of the domestic information technology innovation (信创) initiative, with expectations for accelerated growth from 2025 to 2027. Projected net profits for 2025, 2026, and 2027 are 470 million yuan, 580 million yuan, and 710 million yuan, respectively, with corresponding price-to-earnings ratios of 59, 47, and 38 [9].

2024 年年度股东会会议资料 武汉达梦数据库股份有限公司 2024 年年度股东会会议资料 股票简称：达梦数据 股票代码：688692 二〇二五年五月 2024 年年度股东会会议资料 目 录 | 2024 | 年年度股东会会议须知 | | 2 | | --- | --- | --- | --- | | 2024 | 年年度股东会会议议程 | | 4 | | 议案一：关于公司 | 2024 | 年年度报告及其摘要的议案 | 6 | | 议案二：关于公司 | 2024 | 年度董事会工作报告的议案 | 7 | | 议案三：关于公司 | 2024 | 年度监事会工作报告的议案 | 18 | | 议案四：关于公司 | 2024 | 年度财务决算报告的议案 | 23 | | 议案五：关于公司 | 2025 | 年度财务预算报告的议案 | 30 | | 议案六：关于公司 | 2024 | 年度利润分配及资本公积转增股本方案的议案 | 32 | | 议案七：关于预计 | 2025 | 年度日常性关联交易的议案 | 34 | | 议案八：关于与中国电子财务有限责任公司签订《全面金融合作协议》暨 | | | | | 关联交易的 ...

Core Viewpoint - The company, Dameng Data, emphasizes the importance of mastering core technologies for national and corporate strength, showcasing significant growth in revenue and net profit due to its commitment to independent research and innovation [1][4]. Financial Performance - In Q1 2025, Dameng Data reported revenue of 258 million yuan, a year-on-year increase of 55.61%, and a net profit attributable to shareholders of approximately 98.16 million yuan, up 76.39% [2][3]. - For the year 2024, the company achieved its first revenue exceeding 1 billion yuan, with a net profit of 362 million yuan, both showing rapid growth [1][2]. Business Segments - Dameng Data's main business includes providing various database software, cloud computing, big data products, and related technical services to large and medium-sized enterprises, government agencies, and institutions [2][3]. - The core business of software product licensing has a gross margin of 99.69%, indicating high profitability [2]. Market Position and Recognition - The company has established a strong market presence, serving notable clients such as China Construction Bank, China Life Insurance, and State Grid, and has maintained a leading market share in the domestic database sector for five consecutive years [1][7]. - Dameng Data's products and solutions have gained significant market recognition, enhancing its brand influence and overall strength [3][5]. Technological Advancements - The company has developed 14 key technologies that are leading in China, with 5 of them being internationally advanced, reflecting its commitment to original innovation and core technology development [5][6]. - As of the end of 2024, Dameng Data has accumulated 345 invention patents and employs 503 R&D personnel, representing 31.22% of its total workforce [7]. Stock Market Performance - On April 25, 2025, Dameng Data's stock closed at 358.98 yuan per share, a remarkable increase of 312.81% from its initial offering price of 86.96 yuan [1][7].

Investment Rating - The report maintains a "Recommended" rating for the company, indicating a potential upside of over 15% relative to the benchmark index [6]. Core Insights - The company reported a revenue of 258 million yuan for Q1 2025, representing a year-on-year growth of 55.61%, and a net profit attributable to shareholders of 98 million yuan, up 76.39% year-on-year [1]. - The company is a leading domestic database provider, focusing on original innovation and independent research and development, which positions it well to benefit from the ongoing trend of domestic information technology [4]. - The company has made significant advancements in product innovation, including the successful launch of its database management system V8.4 and distributed version DMDPC, which meet high security and reliability standards [2]. Financial Performance - The company expects its net profit attributable to shareholders to reach 486 million yuan in 2025, 633 million yuan in 2026, and 809 million yuan in 2027, with corresponding PE ratios of 56X, 43X, and 34X [4][5]. - Revenue projections for the company are 1.36 billion yuan in 2025, 1.746 billion yuan in 2026, and 2.19 billion yuan in 2027, with growth rates of 30.2%, 28.4%, and 25.5% respectively [5][10]. Market Expansion - The company is actively optimizing its market channels and expanding its industry resources, maintaining a stable customer base in traditional markets such as finance and energy [3]. - The company is deepening its core business scenarios, particularly in the financial sector, where the demand for domestic products is increasing [3].

Investment Rating - The report maintains a "Buy" rating for the company [2][7]. Core Insights - The company reported strong performance in 2024, with total revenue reaching 1.044 billion yuan, a year-on-year increase of 31.5%, and a net profit attributable to shareholders of 362 million yuan, up 22.2% year-on-year [7]. - In Q1 2025, the company exceeded expectations with revenue of 258 million yuan, representing a 55.6% year-on-year growth, and a net profit of 98.16 million yuan, up 76.4% year-on-year [7]. - The growth in revenue is attributed to the robust performance of software licensing and a significant expansion in data and industry solutions [7]. - The company continues to invest in research and development, focusing on key technologies such as distributed databases and high-performance query optimization, which supports future growth [7]. Financial Data and Profit Forecast - The company forecasts total revenue of 1.359 billion yuan for 2025, with a year-on-year growth rate of 30.1%, and a net profit of 483 million yuan, reflecting a 33.5% increase [6]. - The gross margin for 2024 was reported at 89.63%, slightly down from 95.81% the previous year, primarily due to a higher proportion of lower-margin data and industry solutions [7]. - The company expects to maintain stable profit margins despite a slight decline in overall gross margin due to the increasing share of integrated machine and solution business revenues [7].

一、 股东会有关情况 1. 股东会的类型和届次： 证券代码：688692 证券简称：达梦数据 公告编号：2025-023 武汉达梦数据库股份有限公司 关于2024年年度股东会增加临时提案的公告 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。 2024年年度股东会 | 股份类别 | 股票代码 | 股票简称 | 股权登记日 | | --- | --- | --- | --- | | A 股 | 688692 | 达梦数据 | 2025/4/28 | 二、 增加临时提案的情况说明 公司已于2025 年 4 月 15 日公告了股东会召开通知，直接持有7.64%股份的 股东冯裕才，在2025 年 4 月 25 日提出临时提案并书面提交股东会召集人。股东 会召集人按照《上市公司股东会规则》《上海证券交易所科创板上市公司自律监 管指引第 1 号—规范运作》有关规定，现予以公告。 3. 临时提案的具体内容 2. 股东会召开日期：2025 年 5 月 8 日 3. 股东会股权登记日： 1. 提案人：冯裕才 2. 提案程序说明 2025 年 4 ...