北京市金杜律师事务所 关于神州数码集团股份有限公司 向不特定对象发行可转换公司债券的 补充法律意见书（一） 致：神州数码集团股份有限公司 北京市金杜律师事务所（以下简称本所）接受神州数码集团股份有限公司 （以下简称发行人）委托，担任发行人向不特定对象发行可转换公司债券（以 下简称本次发行）的专项法律顾问。 本所根据《中华人民共和国证券法》《中华人民共和国公司法》《上市公 司证券发行注册管理办法》《律师事务所从事证券法律业务管理办法》（以下 简称《证券法律业务管理办法》）、《律师事务所证券法律业务执业规则（试 行）》（以下简称《证券法律业务执业规则》）、《公开发行证券公司信息披 露的编报规则第 12 号——公开发行证券的法律意见书和律师工作报告》等中华 人民共和国境内（以下简称中国境内，为本补充意见书之目的，不包括中国香 港特别行政区、中国澳门特别行政区和中国台湾地区）现行有效的法律、行政 法规、规章和规范性文件和中国证券监督管理委员会（以下简称中国证监会） 的有关规定，按照律师行业公认的业务标准、道德规范和勤勉尽责精神，就发 行人本次发行事宜已于 2023 年 4 月 13 日出具了《北京市金杜律师事务所关于 ...

证券代码：000034 证券简称：神州数码 公告编号：2023-100 神州数码集团股份有限公司 一、担保情况概述 公司近期就瑞穗银行（中国）有限公司深圳分行与子公司神州数码（深圳） 有限公司的授信业务签署了《保证书》，担保金额人民币 5,000 万元，提供连带 责任保证担保，保证期间为债务履行期限届满之日起六个月。 公司近期就中国银行股份有限公司深圳高新区支行与子公司神州数码（深圳） 有限公司的授信业务签署了《最高额保证合同》，担保金额人民币 3 亿元，提供 连带责任保证担保，保证期间为债务履行期限届满之日起三年。 二、被担保人基本情况 | 公司名称 | 成立时间 | 注册地点 | 法定代 | 注册资 | 主营业务 | 关联 | | --- | --- | --- | --- | --- | --- | --- | | | | | 表人 | 本 | | 关系 | | | | | | | 一般经营项目是：从事计算机硬件及配套 | | | | | | | | 零件、网络产品、多媒体产品、电子信息 | | | | | | | | 产品及通讯产品、办公自动化设备、仪器 | | | | | | | | 仪表、电器及印 ...

Financial Performance - Revenue for the first quarter of 2023 was RMB 27.12 billion, a decrease of 5.18% compared to the same period last year[3] - Net profit attributable to shareholders of the listed company was RMB 209.10 million, an increase of 11.63% year-on-year[3] - Net profit attributable to shareholders after deducting non-recurring gains and losses increased by 29.12% year-on-year to RMB 238 million in Q1 2023[10] - Net profit attributable to the parent company's owners was RMB 209,104,951.63, an increase of 11.62% compared to the previous period's RMB 187,325,953.96[15] - Net profit attributable to parent company owners increased from 27.14 billion yuan to 29.23 billion yuan, an increase of 7.7%[14] - Basic earnings per share (EPS) for the quarter was RMB 0.3193, up 9.76% from the previous period's RMB 0.2909[16] - Total comprehensive income for the quarter was RMB 222,623,059.55, a significant increase of 52.35% compared to the previous period's RMB 146,119,747.06[16] - Operating revenue for the quarter was RMB 26,119,435,985.37, a decrease of 4.98% compared to the previous period's RMB 27,488,830,608.91[15] - Sales revenue from goods and services was RMB 29,536,359,446.80, a 3.97% increase compared to the previous period's RMB 28,408,162,932.12[17] - Operating income decreased from 285.99 billion yuan to 271.17 billion yuan, a decline of 5.2%[14] Cash Flow and Financial Position - Net cash flow from operating activities was RMB 81.58 million, a significant improvement of 108.11% compared to the same period last year[3] - Operating cash flow increased to 81.58 million yuan from -1.005 billion yuan in the previous period[18] - Investment cash flow decreased to -109.62 million yuan from -93.16 million yuan in the previous period[18] - Financing cash flow improved to -214.23 million yuan from -515.02 million yuan in the previous period[18] - Net cash and cash equivalents decreased by 250.19 million yuan, compared to a decrease of 1.613 billion yuan in the previous period[18] - Ending cash and cash equivalents balance stood at 3.791 billion yuan, down from 4.041 billion yuan at the beginning of the period[19] - Tax refunds received increased to 5.75 million yuan from 3.97 million yuan in the previous period[18] - Other operating cash inflows decreased to 25.58 million yuan from 121.60 million yuan in the previous period[18] - Cash paid for goods and services decreased to 28.514 billion yuan from 28.633 billion yuan in the previous period[18] - Cash paid to employees increased to 377.12 million yuan from 367.78 million yuan in the previous period[18] - Total assets decreased from 402.16 billion yuan to 379.01 billion yuan, a decline of 5.8%[13] - Total liabilities decreased from 319.96 billion yuan to 294.44 billion yuan, a decline of 8.0%[14] - Accounts receivable increased from 87.30 billion yuan to 91.22 billion yuan, an increase of 4.5%[13] - Inventory increased from 124.95 billion yuan to 127.36 billion yuan, an increase of 1.9%[13] - Short-term borrowings decreased from 83.30 billion yuan to 76.55 billion yuan, a decline of 8.1%[13] - Long-term borrowings increased from 41.00 billion yuan to 46.89 billion yuan, an increase of 14.4%[14] - Total equity increased from 82.20 billion yuan to 84.57 billion yuan, an increase of 2.9%[14] - Contract liabilities decreased from 33.96 billion yuan to 19.70 billion yuan, a decline of 42.0%[13] Expenses and Income - R&D expenses increased to RMB 70,487,782.89, up 14.75% from the previous period's RMB 61,430,789.69[15] - Financial expenses decreased to RMB 41,612,424.69, down 28.51% from the previous period's RMB 58,206,368.77[15] - Other income increased to RMB 18,940,155.44, a 217.72% increase compared to the previous period's RMB 5,961,859.09[15] - Income tax expense decreased to RMB 47,142,040.99, down 28.24% from the previous period's RMB 65,677,403.15[15] - Minority interest in net profit was RMB 11,574,235.42, a slight decrease of 2.22% compared to the previous period's RMB 11,836,696.23[16] - Credit impairment losses decreased by 1429.20% compared to the same period last year, mainly due to an increase in bad debt provisions for accounts receivable[7] - Asset impairment losses increased by 69.25% compared to the same period last year, mainly due to a decrease in inventory write-down provisions[7] - Non-operating income increased by 517.19% compared to the same period last year, mainly due to an increase in penalty income[7] Shareholder and Equity Information - The company's repurchase account held 16,002,125 shares, representing 2.39% of total shares as of the end of the reporting period[9] - Shenzhen Bao'an Construction Investment Group Co., Ltd. held 3.93% of shares, making it the largest shareholder among the top 10[9] - Hong Kong Securities Clearing Company Limited held 1.68% of shares with 2,250 shares pledged[9] - The company's employee stock ownership plan held 0.92% of shares, totaling 6,122,500 shares[9] - China Sigma Limited held 61,723,720 shares, including 8,752,014 shares through margin trading accounts[9] Procurement and Investments - The company won bids for China Mobile's PC server procurement project with a total bid amount of RMB 1.32 billion (excluding tax) across multiple packages[10][11] - Secured a 30% share in China Mobile's supplementary procurement project with a bid amount of RMB 814.57 million (excluding tax)[11] - Won a 10% share in China Unicom's general server procurement project with a bid amount of RMB 954.27 million (excluding tax) for package five[11] - Acquired 11.95% stake in Hillstone Networks through a RMB 447.54 million share transfer deal[11] Other Financial Metrics - Prepaid expenses decreased by 52.10% compared to the end of the previous year, mainly due to reduced procurement and inventory preparation[5] - Other current assets increased by 159.67% compared to the end of the previous year, primarily due to an increase in deductible VAT amounts[5] - Contract liabilities decreased by 41.99% compared to the end of the previous year, mainly due to the realization of sales revenue from prepayments[5] - The company's first quarter report was not audited[20]

Financial Performance - In 2022, the revenue from cloud and self-owned brand businesses exceeded 7 billion RMB, demonstrating growth despite economic challenges[2]. - Digital China reported a revenue of 10.5 billion RMB for the fiscal year 2022, representing a year-on-year increase of 15%[13]. - The company achieved a net profit of 1.2 billion RMB, which is a 20% increase compared to the previous year[13]. - The company's operating revenue for 2022 was ¥115.88 billion, a decrease of 5.32% compared to ¥122.38 billion in 2021[19]. - Net profit attributable to shareholders for 2022 was ¥1.00 billion, an increase of 303.11% from ¥238.09 million in 2021[19]. - The net profit after deducting non-recurring gains and losses was ¥920.77 million, up 36.09% from ¥672.30 million in 2021[19]. - The company reported a significant improvement in cash flow and profitability metrics, indicating a strong recovery in financial performance[19]. - The company has set a performance guidance for 2023, projecting a revenue growth of 12% to 15%[13]. - The company reported a total revenue of 10 billion RMB for the fiscal year 2022, representing a year-over-year growth of 15%[124]. - The gross margin improved to 35%, up from 30% in the previous year, due to operational efficiencies[124]. Market Expansion and Strategy - Digital China plans to expand its market presence in Southeast Asia, targeting a revenue contribution of 1 billion RMB from this region by 2025[13]. - The company aims to leverage the "Digital Cloud Integration" strategy to enhance its digital transformation capabilities and provide comprehensive digital services[5]. - The company plans to enter the Southeast Asian market in 2023, targeting a revenue contribution of 10% from this region by 2025[124]. - The company aims to further integrate resources and build a more open and valuable service alliance with partners to explore new value paths in the digital transformation landscape[46]. - The company is committed to improving management levels and cost control mechanisms to ensure steady growth and high-quality development[96]. Research and Development - The company has invested 500 million RMB in R&D for new technologies, focusing on cloud computing and cybersecurity solutions[12]. - The company invested 1 billion RMB in research and development for new technologies, focusing on AI and cloud computing[124]. - The number of R&D personnel increased to 791 in 2022, a 33.39% rise from 593 in 2021, with R&D personnel accounting for 14.98% of the total workforce[69]. - R&D investment amounted to ¥291,154,868.64 in 2022, representing a 21.15% increase from ¥240,321,435.14 in 2021, and R&D expenditure accounted for 0.25% of operating revenue[70]. - The company aims to enhance its competitive edge by introducing innovative products that support 5G, 2.5G, and 1G modes, showcasing unique design features compared to competitors[67]. Digital Transformation and Technology - The company aims to enhance its digital transformation capabilities by accumulating data assets and providing excellent digital technology, products, and services to various industries[93]. - The company has established a self-developed technology system based on the "Data-Cloud Integration" strategy, focusing on key technology breakthroughs[31]. - The integration of cloud-native and digital-native applications is a key strategy for the company to enhance its service capabilities and customer trust[63]. - The company has developed the DevOps integrated platform 1.0, which is based on the open-source community Zadig and designed for Kubernetes, enhancing integration efficiency and reducing operational costs for enterprises[64]. Shareholder and Governance - A cash dividend of 4.46 RMB per 10 shares (including tax) will be distributed to shareholders, based on a total share count of 652,969,405 shares[8]. - The company has established a comprehensive internal control system, revising 11 internal regulations to enhance governance[105]. - The company maintains complete independence from its controlling shareholders in terms of assets, personnel, and financial matters[109]. - The company’s board of directors and supervisory board operate independently without any subordinate relationship to the controlling shareholder[110]. - The company has established an independent financial management department and accounting system, ensuring independent financial decision-making and tax registration[110]. Risk Management - The company faces market competition risks but has implemented organizational adjustments and refined management practices to enhance business momentum[97]. - The company is exposed to foreign exchange risks due to transactions in Hong Kong and Macau, and it employs forward foreign exchange contracts to mitigate these risks[97]. - The company has strict credit management policies to address accounts receivable risks and has measures in place to minimize potential losses[97]. - The company is focused on enhancing its supply chain management capabilities to mitigate risks related to global material shortages and price fluctuations[97]. Employee Development and Training - The total number of employees at the end of the reporting period was 5,279, with 2,773 in sales, 1,828 in technology, and 137 in finance[138]. - Over 7,000 employee training sessions were conducted throughout the year, focusing on digital transformation and time management to support the company's strategic transition[141]. - The company has focused on enhancing the capabilities of young managers through various training programs[142]. - The company has implemented a stock option and restricted stock incentive plan, with adjustments made to the exercise price and repurchase price over the years[149]. Environmental and Compliance - The company has committed to ensuring the independence of the listed company from other enterprises controlled by its actual controller, with this commitment being effective since March 2, 2016[172]. - The company has maintained compliance with environmental protection policies and has not generated pollutants during its operations[167]. - The company has not engaged in poverty alleviation or rural revitalization efforts during the reporting period[168]. - The company has no significant environmental issues or administrative penalties related to environmental problems during the reporting period[166].

证券代码：000034 证券简称：神州数码 公告编号：2023-046 神州数码集团股份有限公司 关于召开 2022 年年度网上业绩说明会的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚 假记载、误导性陈述或者重大遗漏。 神州数码集团股份有限公司（以下简称"公司"）将于 2023 年 3 月 31 日 在指定媒体披露公司 2022 年年度报告。为使广大投资者更加全面、深入地了解 公司经营情况，公司将于 2023 年 4 月 3 日召开 2022 年年度业绩说明会。 一、 业绩说明会的安排 1、召开时间：2023 年 4 月 3 日（星期一）下午 15:30 - 17:00 2、召开方式：神州视讯直播、抖音直播、微信视频号直播 3、出席人员：董事长郭为先生携公司高管 4、参会方式： （1）点击以下链接 http://online.dcclouds.com/watch/7r9p1197 （2）微信或抖音扫描下方二维码观看直播 5、咨询联系方式 联系电话：010-82705411 联系邮箱：dcg-ir@digitalchina.com 二、 投资者问题征集 为充分尊重投资者、提升公司与投资者之 ...