法律意见书 浙江天册（深圳）律师事务所 关于 深圳市证通电子股份有限公司 2025 年第二次临时股东会的 法律意见书 中国广东省深圳市南山区科发路 222 号康泰创新广场 34 层 518052 电话：0755-26907494 传真：0755-26906383 http://www.tclawfirm.com 法律意见书 浙江天册（深圳）律师事务所 关于深圳市证通电子股份有限公司 本所律师根据《股东会规则》的要求，按照律师行业公认的业务标准、道德 规范和勤勉尽责的精神，对本次股东会所涉及的有关事项和相关文件进行了必要 的核查和验证，同时听取了公司就有关事实的陈述和说明。现出具法律意见如下： 一、本次股东会召集、召开的程序 （一）经本所律师核查，公司本次股东会由董事会提议并召集，召开本次股 东会的通知已于 2025 年 8 月 27 日在指定媒体及深圳证券交易所网站上公告。 （二）本次股东会采取现场投票与网络投票相结合的方式。 2 2025 年第二次临时股东会的 法律意见书 致：深圳市证通电子股份有限公司 浙江天册（深圳）律师事务所（以下简称"本所"）接受深圳市证通电子股 份有限公司（以下简称"公司"）的委托 ...

深圳市证通电子股份有限公司 证券简称：ST 证通 证券代码：002197 公告编号：2025-068 1.本次股东会未出现否决提案的情形。 2.本次股东会未涉及变更以往股东会已通过的决议。 3.本次股东会采取现场投票及网络投票相结合的方式。 4.为提高中小投资者对深圳市证通电子股份有限公司（以下简称"公司"） 股东会重大事项决议的参与度，本次提交股东会审议的所有议案对除公司董事、 高级管理人员以及单独或合计持有公司 5%以上股份的股东以外的中小投资者表 决结果，公司进行了单独计票并公开披露。 一、会议的召开情况 1.现场会议召开时间：2025 年 9 月 16 日（星期二）15:00。 网络投票时间：通过深圳证券交易所交易系统进行网络投票的具体时间为： 2025 年 9 月 16 日 9:15-9:25，9:30-11:30 和 13:00-15:00；通过深圳证券交易 所互联网投票系统投票的具体时间为：2025 年 9 月 16 日 9:15 至 2025 年 9 月 16 日 15:00 期间的任意时间。 深圳市证通电子股份有限公司 2025 年第二次临时股东会决议公告 本公司及董事会全体成员保证信息披露 ...

Group 1 - Tianhua New Energy plans to acquire 75% equity of Suzhou Tianhua Times for 1.254 billion yuan, aiming to transfer lithium resource investment to the listed company and eliminate potential competition risks [1] - Wan'an Technology intends to invest 20 million yuan in Tongchuan Technology through capital increase, acquiring 2.72% equity, focusing on core components for robotics [2] - Bid Pharma shareholders plan to reduce their holdings by no more than 1% of the company's total shares within three months [3] Group 2 - Borui Data shareholders plan to reduce their holdings by no more than 5.4% of the company's total shares, with specific reductions from key personnel [4] - Tonglian Precision announces that shareholders intend to reduce their holdings by no more than 3% of the company's total shares through various trading methods [5] - Zhongchao Holdings signs a strategic cooperation agreement with Hefei Intelligent Robot Research Institute to collaborate on technology and industrial applications in robotics [6] Group 3 - Guodun Quantum plans to sign sales contracts with China Telecom Quantum Group, with expected amounts of 12.144 million yuan and 63.054 million yuan for different projects [7] - Jingjiawei signs a strategic cooperation agreement with Anchaoyun, ensuring compatibility between its GPU products and Anchaoyun's software, supporting high-performance cloud desktop solutions [8] - *ST Dongtong faces potential forced delisting due to significant violations, with stock risk warnings implemented following regulatory actions [9]

Group 1 - Changsha Zhengtong Zhican Technology Co., Ltd. has been established with a registered capital of 10 million RMB [1] - The legal representative of the company is Yang Yiren [1] - The company's business scope includes artificial intelligence industry application system integration services, artificial intelligence basic software development, and data processing and storage support services [1] Group 2 - The company is indirectly wholly owned by ST Zhengtong (002197) [1]

Core Viewpoint - Changsha Zhengtong Zhican Technology Co., Ltd. was established on September 3, with a registered capital of 10 million RMB, focusing on artificial intelligence applications and services [1] Company Summary - The legal representative of the newly established company is Yang Yiren [1] - The company is wholly owned by Changsha Zhengtong Cloud Computing Co., Ltd., which is a wholly-owned subsidiary of Shenzhen Zhengtong Electronics Co., Ltd. [1] Industry Summary - The company's business scope includes system integration services for artificial intelligence applications, development of basic software for artificial intelligence, and technical consulting services for public service platforms in artificial intelligence [1]

Market Overview - The computer equipment sector experienced a decline of 2.65% on September 3, with Xuanji Information leading the drop [1] - The Shanghai Composite Index closed at 3813.56, down 1.16%, while the Shenzhen Component Index closed at 12472.0, down 0.65% [1] Stock Performance - Key stocks in the computer equipment sector showed varied performance, with Kaiwang Technology rising by 6.45% to a closing price of 39.76 [1] - Other notable performers included Shuguang Digital Innovation, which increased by 2.18% to 84.90, and Allianz Ruishi, which rose by 2.11% to 40.70 [1] - Conversely, stocks like Tangyuan Electric and ST Yingfeitou saw declines of 0.45% and 0.00%, respectively [1] Capital Flow - The computer equipment sector saw a net outflow of 2.753 billion yuan from main funds, while retail investors contributed a net inflow of 2.553 billion yuan [3] - Speculative funds recorded a net inflow of 200 million yuan into the sector [3]

Core Viewpoint - ST Zhengtong (002197) reported a decline in total revenue and an increase in net loss for the first half of 2025, indicating ongoing financial challenges and operational inefficiencies [1] Financial Performance Summary - Total revenue for the first half of 2025 was 437 million yuan, a decrease of 13.15% year-on-year [1] - Net profit attributable to shareholders was -35.61 million yuan, an increase of 8.68% compared to the previous year [1] - Gross margin was 26.39%, down 3.81% year-on-year, while net margin was -6.24%, a decrease of 5.90% [1] - Total receivables accounted for 76.57% of the latest annual revenue, indicating a significant reliance on credit [1] Expense Management - Sales expenses decreased by 34.32% due to strict cost-cutting measures, including staff reductions and lower personnel costs [2] - Management expenses fell by 11.82%, also attributed to cost control and staff optimization [2] Cash Flow and Investment Activities - Net cash flow from investment activities decreased by 158.91%, primarily due to investments in health data centers and cloud data center projects [3] - Net cash flow from financing activities dropped by 169.41%, reflecting increased cash outflows for debt repayment [3] Asset and Liability Changes - Accounts receivable decreased by 3.57% as the company intensified collection efforts [4] - Long-term borrowings decreased by 4.11% due to the repayment of maturing loans [4] - Cash and cash equivalents saw a net decrease of 114.19%, driven by reduced cash flows from both investment and financing activities [5] Overall Business Evaluation - The company's historical financial performance has been weak, with a median ROIC of 1.48% over the past decade and a particularly poor ROIC of -7.77% in 2022 [5] - The company has reported losses in four out of its 17 annual reports since going public, raising concerns about its long-term viability [5] - Current cash flow situation is concerning, with a cash to current liabilities ratio of only 16.3% [5] - The interest-bearing debt ratio has reached 50.33%, indicating a high level of financial leverage [5]

Core Viewpoint - ST Zhengtong (002197) reported a decline in total revenue and a slight improvement in net profit for the first half of 2025, indicating ongoing challenges in its business operations, particularly in its IDC and fintech sectors [1][2]. Financial Performance Summary - Total revenue for the first half of 2025 was 437 million yuan, a decrease of 13.15% compared to 503 million yuan in the same period of 2024 [1]. - The net profit attributable to shareholders was -35.61 million yuan, an increase of 8.68% from -38.99 million yuan in the previous year [1]. - The gross profit margin was 26.39%, down 3.81% year-on-year, while the net profit margin was -6.24%, a decrease of 5.90% [1][2]. - The company’s accounts receivable accounted for 76.57% of total revenue, indicating a significant reliance on credit sales [1]. Cost and Expense Analysis - Total operating costs decreased by 11.9%, reflecting a reduction in costs corresponding to the decline in revenue [2]. - Sales expenses decreased by 34.32% due to strict cost control measures, including staff reductions and lower entertainment expenses [2]. - Management expenses fell by 11.82%, also attributed to cost-cutting strategies [2]. Cash Flow and Investment Activities - Net cash flow from operating activities decreased by 16.9%, primarily due to reduced sales collections [4]. - Net cash flow from investing activities saw a dramatic decline of 158.91%, linked to investments in health data center projects [4]. - Net cash flow from financing activities decreased by 169.41%, as the company increased cash outflows for debt repayments [4]. Asset and Liability Overview - Cash and cash equivalents decreased significantly, with a net increase of -114.19% due to reduced cash flows from both investing and financing activities [4]. - The company’s monetary funds dropped by 52.79% to 203 million yuan, indicating liquidity challenges [1]. - Interest-bearing liabilities decreased by 11.53% to 2.929 billion yuan, reflecting debt repayment efforts [1]. Research and Development - R&D expenditures decreased by 18.58%, attributed to the completion of ongoing projects [3]. Overall Business Evaluation - The company has shown weak historical financial performance, with a median ROIC of 1.48% over the past decade and a particularly poor ROIC of -7.77% in 2022 [4]. - The company has reported losses in four out of its 17 annual reports since going public, suggesting a challenging investment outlook [4].

Core Viewpoint - ST Zhengtong's 2025 mid-year report indicates a decline in main revenue but an increase in net profit, suggesting potential operational challenges alongside improving profitability metrics [1]. Financial Performance - The company's main revenue for the first half of 2025 was 437 million yuan, a year-on-year decrease of 13.15% [1]. - The net profit attributable to shareholders was -35.61 million yuan, showing a year-on-year increase of 8.68% [1]. - The non-recurring net profit was -36.33 million yuan, reflecting a year-on-year increase of 18.93% [1]. - In Q2 2025, the single-quarter main revenue was 237 million yuan, down 11.47% year-on-year [1]. - The single-quarter net profit attributable to shareholders was -28.89 million yuan, up 30.77% year-on-year [1]. - The single-quarter non-recurring net profit was -28.58 million yuan, an increase of 35.25% year-on-year [1]. Financial Ratios - The company's debt ratio stood at 62.48% [1]. - Investment income was -1.14 million yuan, while financial expenses amounted to 31.06 million yuan [1]. - The gross profit margin was 26.39%, a decrease of 3.80% year-on-year [7]. Earnings Per Share - Earnings per share were -0.06 yuan, unchanged year-on-year [7]. - The operating cash flow per share was 0.23 yuan, down 16.89% year-on-year [7]. - The net asset per share was 3.42 yuan, reflecting a decrease of 13.93% year-on-year [7]. Shareholder Information - The top shareholders include Zeng Shengqiang with 4.90% and Zeng Shenghui with 3.51% of shares [12]. - The number of shareholders has shown a decline from 5.77 million in Q3 2024 to 4.75 million in Q2 2025 [14].

深圳市证通电子股份有限公司2025年半年度非经营性资金占用及其他关联资金往来情况汇总表 单位：人民币万元 2 1 | 其它关联资金往来 | 资金往来方名称 | 往来方与上市公司的关联关 | 上市公司核算 | 期初往来资金余额 | 报告期内往来累计发 | 报告期内往来资金 | 报告期内偿还累 | 其他 | 期末往来资 | 往来形成原 | 往来性质 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 系 | 的会计科目 | | 生金额(不含利息) | 的利息(如有) | 计发生金额 | | 金余额 | 因 | | | 上市公司的子公司及其附属企业 | 深圳市证通云计算有限公司 | 全资子公司 | 其他应收款 | 0.00 | 8,761.71 | | 4,904.57 | | 3,857.14 | 资金往来 | 非经营性往来 | | 上市公司的子公司及其附属企业 | 定州市中标节能技术服务有限公司 | 全资子公司 | 其他应收款 | 5,402.23 | 267.30 | | 112.00 | | 5, ...