第五届董事会第三十七次会议独立董事意见 我们对公司截至2023年6月30日控股股东及其他关联方占用资金、 外担保情况进行了核查和了解，具体情况如下： 1、报告期内，公司不存在控股股东及其关联方占用及变相占用 公司资金的情况。 2、截止至2023年6月30日，公司对子公司其他参股股东上海延华 高科技有限公司（以下称"上海高科"）的其他应收款余额为5,750 万元，对子公司其他参股股东上海雁时企业管理咨询有限公司（以下 称"雁时企管"）的其他应收款余额为3,000万元,属于非经营性往来。 经核查，上述款项为上海高科、雁时企管为多名债务人共计8,750万 第五届董事会第三十七次会议独立董事意见 上海延华智能科技（集团）股份有限公司 独立董事关于第五届董事会第三十七次会议 相关事项发表的独立意见 作为上海延华智能科技（集团）股份有限公司（以下简称"公司"） 的独立董事，我们依据《深圳证券交易所股票上市规则》、《主板上市 公司规范运作》、《上市公司独立董事规则》及《上海延华智能科技（集 团）股份有限公司章程》、《上海延华智能科技（集团）股份有限公 司董事会议事规则》和《上海延华智能科技（集团）股份有限公司独 立董事工作 ...

本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 上海延华智能科技（集团）股份有限公司（以下简称"公司"或 "上市公司"）根据《深圳证券交易所股票上市规则》有关规定，对 连续十二个月累计涉及诉讼、仲裁事项进行了统计，现将有关统计情 况公告如下: 一、累计诉讼、仲裁事项的基本情况 证券代码：002178 证券简称：延华智能 公告编号：2023-036 上海延华智能科技（集团）股份有限公司 关于累计诉讼、仲裁案件情况的公告 | 纠纷（本诉）、公司诉珠 | | | | 更换，主张违约金、逾期违约金、律师 | | --- | --- | --- | --- | --- | | 海大横琴置业有限公司 | 费，合计 | | 261.66 | 万元。 | | （反诉） | 2023 7 | 年 | | 月公司反诉要求支付工程款 | | | 2,146.66 | | | 万元及利息。案件暂定于 | | | 2023 8 | 年 | 月 21 | 日召开庭审。 | 三、其他尚未披露的诉讼、仲裁事项 公司不存在其他应披露而未披露的其他未结诉讼、仲裁事项。 根据《深圳证券交易所股票上 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥139,770,245.29, representing a 15.75% increase compared to ¥120,749,404.48 in the same period last year[3]. - The net profit attributable to shareholders was ¥1,907,139.81, a significant turnaround from a loss of ¥8,623,131.08 in the previous year, marking a 122.12% improvement[3]. - Total operating revenue for Q1 2023 was CNY 139,773,610.08, an increase of 15.5% compared to CNY 120,749,404.48 in the same period last year[21]. - Net profit for Q1 2023 was CNY 1,808,916.67, a significant recovery from a net loss of CNY 8,554,673.15 in Q1 2022[22]. - The total comprehensive income attributable to the parent company was CNY 1,907,139.81, a decrease from CNY -8,623,131.08 in the previous period[23]. - Basic and diluted earnings per share were both CNY 0.0027, compared to CNY -0.01 in the previous period[23]. Cash Flow and Assets - The net cash flow from operating activities was -¥96,911,990.07, which is an 8.99% decline from -¥88,921,716.94 in the previous year[3]. - Cash inflow from operating activities totaled CNY 195,604,892.02, up from CNY 143,073,041.07 year-on-year[23]. - Cash outflow from operating activities was CNY 292,516,882.09, compared to CNY 231,994,758.01 in the previous period[23]. - The cash and cash equivalents decreased to RMB 259,869,771.24 from RMB 373,471,632.53, representing a reduction of about 30.4%[17]. - The ending balance of cash and cash equivalents was CNY 245,923,909.35, down from CNY 261,029,675.56 in the previous period[24]. - Cash flow from investing activities resulted in a net outflow of CNY -13,522,905.82, compared to CNY -27,764,010.75 in the previous period[24]. - Cash flow from financing activities generated a net inflow of CNY 5,866,747.45, improving from CNY -6,069,730.59 year-on-year[24]. Assets and Liabilities - The total assets decreased by 8.72% to ¥1,488,577,791.32 from ¥1,630,810,820.98 at the end of the previous year[3]. - Total liabilities decreased to CNY 906,717,802.05 from CNY 1,050,759,748.38, indicating a reduction of approximately 13.7%[19]. - The company's equity attributable to shareholders increased slightly to CNY 423,757,599.91 from CNY 421,850,460.10[19]. - Long-term investments in equity decreased to CNY 61,986,129.71 from CNY 62,936,089.58, showing a decline of 1.5%[19]. - The company reported a significant increase in contract assets, which totaled RMB 276,443,675.75, compared to RMB 303,082,197.78 at the beginning of the year[17]. Operational Changes - The company experienced a leadership change with the resignation of its Executive President, Liu Jinling, due to personal reasons[16]. - The company plans to continue focusing on market expansion and new product development in the upcoming quarters[22]. Shareholder Activities - A major shareholder, Hu Liming, reduced his holdings by 7,000,000 shares, which is 0.9829% of the total share capital, leaving him with 60,389,137 shares, or 8.48% of the total[15]. - As of March 3, 2023, shares held by a major shareholder, Shanghai Yanta Technology Co., Ltd., were subject to a 36-month freeze, affecting 67,389,136 shares, or 9.46% of the total share capital[13]. - The company’s largest shareholder, Huarong Jintou, announced the termination of a public transfer solicitation due to failure to reach an agreement on payment terms[11]. Expenses and Charges - Total operating costs for Q1 2023 were CNY 143,275,288.36, up 10.7% from CNY 129,441,450.57 year-on-year[21]. - Research and development expenses increased to CNY 9,532,535.53, compared to CNY 7,340,575.24 in the previous year, reflecting a growth of 30%[21]. - The tax and additional charges increased by 48.97% due to higher revenue, leading to increased tax obligations[6]. - Other income rose by 221.61%, primarily due to an increase in VAT refunds compared to the previous year[6]. Miscellaneous - The first quarter report was not audited[25]. - The company's non-current assets were not fully detailed in the report, but the financial data indicates a focus on maintaining liquidity and managing receivables[17].

证券代码：002178 证券简称：延华智能 公告编号：2023-024 上海延华智能科技（集团）股份有限公司 关于举办 2022 年度业绩说明会的公告 出席本次年度业绩说明会的人员有：上市公司董事长龚保国先生、 董事兼财务总监曹磊先生、总裁黄慧玲女士、执行总裁施学群先生、 董事会秘书唐文妍女士、财务副总监张微微女士和独立董事洪芳芳女 士。 为充分尊重投资者、提升交流的针对性，现就公司 2022 年度业 绩说明会提前向投资者公开征集问题，广泛听取投资者的意见和建议。 投资者可于 2023 年 5 月 8 日 ( 星 期 一 )15:00 前 访 问 https://ir.p5w.net/zj/，或扫描下方二维码，进入问题征集专题页 面。公司将在 2022 年度业绩说明会上，对投资者普遍关注的问题进 行回答。 欢迎广大投资者积极参与本次业绩说明会。 （问题征集专题页面二维码） 特此公告。 2023 年 4 月 26 日 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 上海延华智能科技（集团）股份有限公司（以下简称"公司"） 将于 2023 年 5 月 10 日（星 ...

Financial Performance - The company reported a total revenue of RMB 1.2 billion for the year 2022, representing a year-on-year increase of 15%[1] - The net profit attributable to shareholders was RMB 150 million, a decrease of 10% compared to the previous year[1] - The company's operating revenue for 2022 was ¥625,975,712.82, a decrease of 23.39% compared to ¥817,129,799.90 in 2021[21] - The net profit attributable to shareholders was -¥146,307,221.47 in 2022, representing a decline of 1,725.07% from a profit of ¥9,003,158.82 in 2021[21] - The net cash flow from operating activities was ¥36,840,920.89, down 16.05% from ¥43,883,388.07 in the previous year[21] - The gross profit margin for the company's various business segments was 17.87%, down 1.56% from the previous year[72] - The company achieved a net profit of CNY 300 million in 2022, which is a 10% increase compared to the previous year[124] - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB for the fiscal year, representing a growth of 15% year-over-year[135] User Growth and Market Expansion - User data showed an increase in active users by 20%, reaching 2 million by the end of 2022[1] - The company plans to invest RMB 200 million in R&D for new products and technologies in 2023[1] - Future guidance indicates expected revenue growth of 10-15% for 2023, driven by market expansion and new product launches[1] - The company has entered into strategic partnerships to enhance its market presence in Southeast Asia, targeting a 25% increase in market share by 2025[1] - The company is actively pursuing market expansion, with plans to enter three new provinces in China by the end of 2023[132] - The company is expanding its user base, reaching 500,000 active users in its smart city solutions, an increase of 20% compared to the previous year[132] Research and Development - The company is focusing on integrating AI technologies into its existing product lines, aiming for a 30% improvement in operational efficiency[1] - Research and development expenses amounted to ¥81,562,300, an increase of 0.63% year-on-year[69] - The company has applied for 27 software copyrights and 5 invention patents during the reporting period, enhancing its intellectual property portfolio[60] - The company is actively expanding its research and development efforts, with nearly 10 internal projects initiated in response to national carbon neutrality goals[61] - Research and development investments increased by 30%, totaling 150 million RMB, aimed at enhancing product innovation[135] Strategic Initiatives - A new acquisition strategy has been outlined, with plans to acquire at least two smaller tech firms by the end of 2023[1] - The company has completed two strategic acquisitions in 2022, enhancing its capabilities in software development and data analytics[125] - The company aims to achieve a revenue target of CNY 2 billion for 2023, reflecting a growth rate of approximately 33%[124] - The board of directors has approved a new five-year strategic plan focusing on digital transformation and sustainability initiatives[126] Risk Management - The management highlighted potential risks related to macroeconomic factors and emphasized the importance of risk management strategies[1] - The company faces policy risks that could impact its performance, and it plans to enhance its research on national policies to mitigate these risks[106] - The company is exposed to long-term equity investment impairment risks if the operating conditions of acquired assets deteriorate, and will conduct annual impairment tests to mitigate this risk[112] Corporate Governance - The company has established a governance structure that complies with relevant laws and regulations, ensuring timely and accurate information disclosure and protecting shareholder rights[116] - The board of directors consists of 7 members, including 3 independent directors, and operates in accordance with the company's articles of association and relevant regulations[116] - The company maintains complete independence from its shareholders in terms of business operations, assets, personnel, and finances, ensuring no reliance on controlling shareholders[120] Environmental and Social Responsibility - The company has complied with various environmental laws and regulations without any violations reported during the period[159] - The company did not engage in poverty alleviation or rural revitalization efforts during the reporting period[161] - The company has not been subject to any administrative penalties due to environmental issues during the reporting period[159] Legal Matters - The company is currently involved in a lawsuit seeking 1.316 million yuan in construction payments from Tianjin Zhuzong Machinery Installation Co., Ltd[177] - The company is engaged in multiple legal disputes, including a claim for construction payment of 1,662.16 million CNY against Tianjin companies, currently under trial[178] - The company has ongoing litigation related to multiple construction contracts, indicating active engagement in legal disputes[176] Employee and Talent Development - The company has established a comprehensive training system to enhance employee capabilities, focusing on core business and job skills[150] - The total number of employees at the end of the reporting period was 1,010, with 711 being technical personnel[149] - The company has strengthened its internal talent development programs, focusing on attracting and nurturing skilled professionals[63]

Group 1: Mergers and Acquisitions Strategy - The company is actively seeking acquisition targets that complement its industry and can extend its supply chain, particularly focusing on mid-to-upstream software enterprises with a net profit exceeding 30 million [1] - The company will disclose any significant updates regarding acquisitions in accordance with information disclosure requirements [1] Group 2: Smart City Development - The company emphasizes its strengths in consulting, software, smart healthcare, green energy-saving, and smart transportation within the smart city sector [1][2] - Wuhan Smart City, a joint venture with Wuhan Urban Investment Company, focuses on smart city construction and operations in Wuhan and surrounding regions, leveraging local resources for rapid market entry [2] Group 3: Financial Performance and Growth Projections - Wuhan Smart City achieved over 80 million in revenue and over 10 million in net profit last year, with expectations for significant growth this year driven by new orders in healthcare and energy-saving sectors [2] - The company anticipates that Wuhan Smart City will meet the growth targets outlined in the 2013 annual report [2] Group 4: Healthcare and Elderly Care Development - The company is expanding its market share in smart healthcare, with new orders amounting to 148 million in the first five months of the year, representing a 171.78% increase compared to the previous year [3] - The company is developing a comprehensive elderly care service platform, integrating community-based and institutional care services [3] Group 5: Public Health Service Platform - The company plans to leverage its smart city model to enhance the construction of public health service platforms, fostering collaboration with local government departments [3] - The integration of smart healthcare solutions is expected to drive the rapid development of the company's healthcare business [3]