拓维信息系统股份有限公司 一、关于 2023 半年度募集资金存放与实际使用情况的专项报告的独立意见 经核查，2023年上半年度公司募集资金的存放与使用符合中国证监会、深 圳证券交易所关于上市公司募集资金存放和使用的相关规定，符合公司《募集资 金管理制度》的有关规定，不存在募集资金存放和使用违规的情形。公司编制的 《专项报告》内容真实、准确、完整、不存在虚假记录、误导性陈述和重大遗漏， 符合相关法律、法规的规定，如实反映了公司2023年上半年度募集资金实际存 放与使用情况。 独立董事（签字）：秦拯 曹越 文颖 二〇二三年八月十日 独立董事关于第八届董事会第十四次会议相关事项 的独立意见 根据《公司法》、《关于在上市公司建立独立董事制度的指导意见》、《深 圳证券交易所股票上市规则》、《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》和《公司章程》等有关规定，作为拓维信息系统 股份有限公司（以下简称"公司"）的独立董事，现就以下事项发表如下独立意 见： ...

拓维信息系统股份有限公司 公 司 章 程 二 ○ 二 三 年 八 月 | ਮ | | --- | | 第一章 | 总 则 | 1 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 2 | | 第三章 | 股 份 | 2 | | 第一节 | 股份发行 | 2 | | 第二节 | 股份增减和回购 | 3 | | 第三节 | 股份转让 | 4 | | 第四章 | 股东和股东大会 | 4 | | 第一节 | 股 东 | 5 | | 第二节 | 股东大会的一般规定 | 7 | | 第三节 | 股东大会的召集 | 9 | | 第四节 | 股东大会的提案与通知 | 10 | | 第五节 | 股东大会的召开 11 | | | 第六节 | 股东大会的表决和决议 | 13 | | 第五章 | 董事会 | 17 | | 第一节 | 董 事 | 17 | | 第二节 | 独立董事 | 20 | | 第三节 | 董事会 | 23 | | 第六章 | 总经理和其他高级管理人员 | 27 | | 第七章 | 监事会 | 29 | | 第一节 | 监 事 | 29 | | 第二节 | 监事会 | 29 | | ...

Financial Performance - The company's operating revenue for 2022 was ¥2,236,661,509.11, a slight increase of 0.29% compared to ¥2,230,300,619.33 in 2021[22]. - The net profit attributable to shareholders for 2022 was a loss of ¥1,012,897,323.03, representing a significant decline of 1,337.39% from a profit of ¥81,857,382.97 in 2021[22]. - The net cash flow from operating activities was negative at ¥-313,785,272.49, a decrease of 286.90% compared to ¥167,888,953.20 in 2021[22]. - The basic earnings per share for 2022 was ¥-0.8116, a drop of 1,227.22% from ¥0.0720 in 2021[22]. - Total assets at the end of 2022 were ¥4,492,905,820.76, down 7.41% from ¥4,852,260,670.53 at the end of 2021[22]. - The net assets attributable to shareholders decreased by 29.24% to ¥2,483,310,633.96 from ¥3,509,478,724.74 in 2021[22]. - The company reported a significant decline in net profit after deducting non-recurring gains and losses, amounting to ¥-1,081,558,940.49 in 2022 compared to ¥24,889,446.00 in 2021, a decrease of 4,445.45%[22]. - The total operating revenue for 2022 was ¥2,236,661,509.11, a slight increase of 0.29% compared to ¥2,230,300,619.33 in 2021[52]. - Revenue from information technology services and software decreased by 5.82% to ¥1,431,525,095.22, accounting for 64.00% of total revenue[52]. - The company's software cloud services generated ¥1,266,563,811.15, representing 56.63% of total revenue, with a minor decline of 1.38% from the previous year[53]. - The revenue from domestic self-owned brand servers and PCs increased by 13.36% to ¥805,136,413.89, making up 36.00% of total revenue[53]. - The mobile gaming segment saw a significant decline of 30.01%, with revenue dropping to ¥164,961,284.07[53]. - The company reported a total revenue of 4.4 billion in 2022, maintaining a steady performance compared to previous years[123]. - The company reported a significant increase in revenue, achieving a total of 1.5 billion RMB for the year, representing a growth of 20% compared to the previous year[173]. Strategic Initiatives - The company plans not to distribute cash dividends or issue bonus shares[5]. - The company has increased its strategic investment in AI, OpenHarmony, big data, cloud computing, and IoT, focusing on software cloud services, domestic intelligent computing, and OpenHarmony as core businesses[37]. - The company has launched 8 new Ascend AI products and 2 Kunpeng general servers, with the Zhaohan RH220T server ranking first in performance among Kunpeng technology routes according to MIIT[42]. - The company has established a comprehensive strategic partnership with Huawei in the AI + OpenHarmony field, enhancing its capabilities in intelligent computing and OpenHarmony solutions[37]. - The company is currently testing a new game titled "Chef Squad," targeting the largest global market share in the SLG category, utilizing high-quality animation resources[44]. - The company aims to leverage the "Digital China Construction" initiative, with the enterprise digital solution market expected to reach 773.3 billion in 2023[100]. - The company plans to focus on key products such as industry-standard servers and the open-source HarmonyOS, aiming to cultivate competitive differentiated products[101]. - The company is set to launch three new products in Q2 2023, expected to contribute an additional 300 million RMB in revenue[173]. - The company plans to expand its market presence in Southeast Asia, targeting a 30% increase in market share within the next two years[174]. Research and Development - The company's R&D expenses amounted to ¥189,441,996.16, reflecting a 7.45% increase due to investments in server and PC business development[65]. - The company's R&D investment amounted to ¥275,682,472.67 in 2022, representing a 1.83% increase from ¥270,740,637.24 in 2021, and accounted for 12.33% of total revenue[67]. - The number of R&D personnel increased slightly to 1,122 in 2022, up 0.09% from 1,121 in 2021, with the proportion of R&D staff rising to 27.91%[67]. - The company is investing in new product development and technology research to stay competitive in the market[134]. - The company has implemented various training programs, including the "Dream Plan" and "Launch Plan," to enhance employee integration and professional development[148]. Market Trends and Industry Insights - The software and information technology service industry in China saw a revenue of ¥70,128 billion in 2022, reflecting a year-on-year growth of 11.7%[33]. - The domestic intelligent computing industry reached a scale of approximately ¥922.02 billion in 2022, with a compound annual growth rate of 35.7% over the past five years[34]. - The Chinese gaming market generated actual sales revenue of approximately ¥265.8 billion in 2022, with a user base of 664 million[35]. - The mobile gaming market sales revenue in 2022 was approximately ¥193.06 billion, significantly surpassing the client game market[35]. - The overseas market for Chinese games achieved actual sales revenue of approximately $17.35 billion in 2022, maintaining over $10 billion for four consecutive years[35]. - The AI industry is projected to grow at a compound annual growth rate of 52.3% over the next five years, with the AI server market expected to reach 12.34 billion by 2026[98]. - The domestic Xinchuang industry is anticipated to exceed 2 trillion by 2025, driven by the push for core technology independence[97]. Governance and Compliance - The company maintains a strong governance structure, with independent directors making up one-third of the board, ensuring compliance with regulatory standards[118]. - The company has established a sound organizational structure, ensuring complete independence in operations without any subordination to shareholders or other departments[119]. - The company has a clear strategy for asset independence, ensuring no conflicts of interest with its controlling shareholder[120]. - The company has committed to enhancing its information disclosure practices, ensuring transparency and timely communication with investors[121]. - The company has established a remuneration committee to oversee the compensation of directors and senior management, ensuring transparency and accountability[135]. - The company has a structured approach to managing shareholder commitments and ensuring transparency in its financial reporting[172]. Social Responsibility - The company has been actively involved in social responsibility initiatives, completing 21,703 wishes for children in mountainous areas and raising over 2 million yuan in educational funding[167]. - The company organized multiple community engagement activities, including a blood donation event and a charity exhibition, to support local education[168]. - The company has established 18 dream libraries and 13 love houses as part of its ongoing commitment to poverty alleviation and rural revitalization[167]. Risks and Challenges - The company faces risks related to technological innovation, including potential failures in technology development due to the complexity of emerging technologies[107]. - The company recognizes the risk of talent retention and recruitment, emphasizing the need for high-quality technical and management personnel to sustain growth[108]. - The company is aware of market competition risks, despite its early positioning in domestic intelligent computing and open-source Hongmeng, and plans to enhance R&D investment and channel development[109]. Employee and Management - The total number of employees at the end of the reporting period was 4,020, with 1,213 in the parent company and 2,520 in major subsidiaries[145]. - The company had a total annual salary expenditure of 866.21 million yuan, with core technical personnel receiving 124.96 million yuan, accounting for 14.43% of total employee salaries[147]. - The core technical personnel numbered 506, representing 12.59% of the total workforce[147]. - The management team has a diverse background, with experience in finance, marketing, and technology sectors, contributing to strategic decision-making[134]. Future Outlook - Future outlook indicates a projected revenue growth of 20% for the next fiscal year, driven by new technology developments and market expansion strategies[115]. - The company has provided a positive outlook for 2023, projecting a revenue growth of 25% driven by new product launches and market expansion initiatives[175]. - The company plans to invest 16,000 million yuan in the R&D project based on the HarmonyOS, with an actual investment of 2,595.73 million yuan, achieving 16.22% of the planned progress by May 1, 2023[89].

证券代码：002261 证券简称：拓维信息 拓维信息系统股份有限公司 投资者关系活动记录表 | --- | --- | --- | --- | |------------------|---------------------------|------------|----------------| | | | | 编号：2023-003 | | 投 资 者 关系 活 | □特定对象调研 □分析师会议 | | | | 动类别 | □媒体采访 | 业绩说明会 | | | | □新闻发布会 □路演活动 | | | | | □现场参观 | | | | | 其他 （电话会议） | | | 参与单位名称 投资者网上提问 时间 2023 年 6 月 1 日 (周四) 下午 15:00—17:00 地点 公司通过全景网"投资者关系互动平台" （https://ir.p5w.net）采用网络远程的方式召开业绩说明 会 拓维信息董事长 李新宇 | --- | --- | |--------------------------------------|--------| | 拓维信息副总裁、董事会秘书、财务总监 | 邢霓虹 | ...

拓维信息系统股份有限公司 证券代码：002261 证券简称：拓维信息 公告编号：2023-032 拓维信息系统股份有限公司 关于举行 2022 年度网上业绩说明会的公告 拓维信息系统股份有限公司 热忱欢迎广大投资者积极参与！ 特此公告。 拓维信息系统股份有限公司董事会 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，并对公告中的虚 假记载、误导性陈述或重大遗漏承担责任。 拓维信息系统股份有限公司（以下简称"公司"）将于 2023 年 06 月 01 日 （星期四）15:00-17:00 在全景网提供的网上平台上举行 2022 年度网上业绩说 明会，本次业绩说明会将采用网络远程方式召开，投资者可登陆全景网"投资者 关系互动平台"（http://rs.p5w.net）参与本次年度业绩说明会。公司 2022 年 年度报告 及 其 摘 要 已 于 2023 年 4 月 28 日 刊 登 在 巨 潮 资 讯 网 （http://www.cninfo.com.cn）等公司指定的信息披露媒体，供全体股东和投 资者查阅。 出席公司本次年度网上业绩说明会的人员有：董事长、总经理李新宇先生， 董事会秘书、财务总监邢霓虹女士 ...

Group 1: Company Overview - Tuo Wei Information is the only A-share company that has formed a comprehensive strategic partnership with Huawei in three core areas: Kunpeng, Ascend AI, and Open Source Harmony [4] - The company has rich industry understanding and digital service capabilities, participating in the production of Kunpeng/Ascend hardware products and developing a series of integrated software and hardware products based on Kunpeng/Ascend AI technology [4] Group 2: Strategic Transformation - The past year marked a significant strategic transformation for the company, with some strategic businesses still in the investment phase and not yet generating scaled revenue [2] - Traditional business has faced limitations due to external and internal environmental factors, leading to underperformance in last year's operating results [2] Group 3: Financial Stability and Growth - The software service business in key areas such as examination and telecommunications remains stable, expected to continue providing cash flow [4] - The intelligent computing business is in a growth phase, with its contribution to the company's performance increasing year by year [4] Group 4: AI Collaboration and Product Development - Tuo Wei became one of the first partners for Huawei's Ascend hardware production in March 2021 and has developed industry benchmark products and solutions based on Ascend AI in sectors like transportation and manufacturing [4] - The company aims to build a comprehensive AI product matrix from self-developed hardware to industry models and AI applications, leveraging 27 years of industry digital technology experience and extensive application case data [4] Group 5: Future Goals - The company aims to become the top player in the Open Source Harmony ecosystem, particularly in education and transportation sectors [5] - Plans for this year include promoting commercialization of benchmark projects and achieving breakthroughs in product development and business model design in one or two new industries [5]

Revenue and Profit Growth - Revenue for the first quarter of 2023 increased by 42.72% to RMB 696,215,270.03 compared to the same period last year[3] - Total operating revenue for Q1 2023 reached 696,215,270.03 yuan, a significant increase from 487,835,861.17 yuan in the same period last year[11] - Net profit attributable to shareholders of the listed company increased by 3.38% to RMB 41,816,374.29 year-over-year[3] - Net profit attributable to shareholders after deducting non-recurring gains and losses increased by 33.85% to RMB 35,547,545.85 compared to the same period last year[3] - Net profit attributable to the parent company's owners was 41,816,374.29 yuan, compared to 40,450,172.92 yuan in the same period last year[12] - Basic earnings per share for Q1 2023 were 0.0335 yuan, slightly higher than 0.0320 yuan in the same period last year[13] - Total comprehensive income for Q1 2023 was 44,966,145.92 yuan, compared to 42,787,828.49 yuan in the previous year[13] Operating Costs and Expenses - Operating costs for Q1 2023 were 642,480,575.60 yuan, up from 457,554,986.18 yuan in the previous year[11] - R&D expenses increased to 49,283,892.11 yuan in Q1 2023, up from 40,416,274.64 yuan in the previous year[12] Cash Flow and Financial Activities - Operating cash flow decreased by 13.88% to RMB -196,813,448.29 year-over-year[3] - Net cash flow from financing activities increased by 209.22% to RMB 67,167,998.33 due to increased bank borrowings[5] - Total cash inflow from operating activities increased to 491.19 million, up from 361.41 million in the previous period[15] - Cash received from sales of goods and services rose to 451.01 million, compared to 327.87 million in the prior period[14] - Cash outflow for purchasing goods and services surged to 412.94 million, up from 216.83 million[15] - Net cash flow from operating activities was negative at -196.81 million, compared to -172.83 million in the previous period[15] - Net cash flow from investing activities decreased to 90.06 million, down from 143.39 million[15] - Net cash flow from financing activities turned positive at 67.17 million, compared to -61.50 million in the prior period[15] - Total cash and cash equivalents at the end of the period stood at 684.96 million, down from 725.67 million at the beginning[15] - Cash received from other investing activities increased significantly to 698.95 million, up from 288.57 million[15] - Cash paid for other investing activities rose sharply to 602.00 million, compared to 117.00 million in the previous period[15] Assets and Liabilities - Accounts receivable increased by 52.86% to RMB 619,227,194.81 due to the growth in revenue[5] - Prepayments increased by 48.77% to RMB 415,243,058.65 due to increased procurement and inventory preparation[5] - Contract liabilities decreased by 39.64% to RMB 168,905,357.63 due to project acceptance[5] - Cash and cash equivalents decreased to 795.32 million yuan from 841.21 million yuan at the beginning of the year[9] - Accounts receivable increased to 619.23 million yuan from 405.10 million yuan at the beginning of the year[10] - Prepayments increased to 415.24 million yuan from 279.13 million yuan at the beginning of the year[10] - Inventory decreased to 721.09 million yuan from 867.17 million yuan at the beginning of the year[10] - Total current assets increased slightly to 3.15 billion yuan from 3.13 billion yuan at the beginning of the year[10] - Total non-current assets decreased to 1.35 billion yuan from 1.37 billion yuan at the beginning of the year[10] - Total assets increased slightly to 4.50 billion yuan from 4.49 billion yuan at the beginning of the year[10] - Short-term borrowings increased to 549.57 million yuan from 465.36 million yuan at the beginning of the year[10] - Contract liabilities decreased to 168.91 million yuan from 279.84 million yuan at the beginning of the year[10] - Employee benefits payable decreased to 35.94 million yuan from 76.26 million yuan at the beginning of the year[10] - Total liabilities decreased to 1,801,745,220.90 yuan from 1,851,516,886.13 yuan in the previous period[11] - Total equity increased to 2,701,317,629.28 yuan, up from 2,641,388,934.63 yuan in the previous period[11] Investment and Other Financial Metrics - Investment income decreased by 63.12% to RMB 3,034,962.12 compared to the same period last year[5] - The total number of ordinary shareholders at the end of the reporting period was 187,271[6] - The company's first quarter report was unaudited[16]

Financial Performance - The company reported a total revenue of 1.5 billion RMB for the year 2022, representing a year-on-year increase of 15%[7]. - The net profit attributable to shareholders was 300 million RMB, which is a 10% increase compared to the previous year[7]. - The company's operating revenue for 2022 was ¥2,236,661,509.11, a slight increase of 0.29% compared to ¥2,230,300,619.33 in 2021[12]. - The total revenue for the year 2022 was 64,073.2 million RMB, with a net profit contribution of 6,518.36 million RMB[63]. - The total revenue for 2022 was 2,236,721,000.00 CNY, a decrease of 1.38% compared to 2021[31]. - The net profit attributable to shareholders for Q4 2022 was -1,122,165,306.68 CNY, significantly impacted by goodwill and other impairment provisions[32]. - The net profit attributable to shareholders for 2022 was -¥1,019,317,936.10, representing a significant decrease of 1,335.09% from ¥82,529,906.38 in 2021[12]. - The company reported a significant decline of 58.96% in revenue from Hong Kong, Macau, Taiwan, and overseas markets, totaling 17,426,394.55 CNY[35]. - The company reported a significant increase in contract liabilities from CNY 254,676,790.27 to CNY 279,844,219.81, an increase of approximately 9.9%[189]. - The net loss for 2022 was CNY -1,015,260,278.10, a significant decline from a profit of CNY 99,713,649.86 in 2021[192]. User Growth and Market Expansion - User data showed an increase in active users to 5 million, up from 4 million in 2021, marking a growth of 25%[7]. - The company plans to invest 200 million RMB in R&D for new products and technologies in 2023, focusing on AI and IoT solutions[7]. - Market expansion efforts include entering two new provinces, aiming for a 20% increase in market share by the end of 2023[7]. - The company aims to develop differentiated intelligent computing products and expand its market presence in key regions such as Hunan, Guizhou, Gansu, and Chongqing in 2023[74]. - The company is expanding its market presence in Southeast Asia, targeting a 10% market share within the next two years[99]. Research and Development - The company plans to invest in the "Industry Smart Cloud Solution R&D Project" and the new "Industry Release Version R&D Project based on OpenHarmony" to enhance operational efficiency[63]. - Research and development expenses increased by 7.45% to ¥189,441,996.16, driven by investments in domestic server and PC business development[44]. - The company has increased its strategic investment in AI, OpenHarmony, and cloud computing, focusing on enhancing its product matrix and driving business transformation[22]. - The company launched 8 new Ascend AI products and 2 Kunpeng general servers during the reporting period, with the RH220T server ranking first in performance tests among Kunpeng technology[26]. - The company has developed AI applications such as AI quality inspection and AI auditing, promoting solutions in smart transportation and examination fields[24]. Governance and Compliance - The company’s governance structure has been strengthened to ensure compliance and risk management[4]. - The company maintains complete independence from its controlling shareholder in terms of business, personnel, assets, and finance, with no related party transactions reported[85]. - The company strictly adheres to information disclosure regulations, with no instances of non-compliance reported during the period[84]. - The company has established a comprehensive performance evaluation and incentive mechanism for its directors and senior management, ensuring transparency in appointments[82]. - The company has a dedicated financial department with an independent accounting system, ensuring autonomous financial decision-making[85]. Strategic Partnerships and Collaborations - The company has become a strategic partner of Huawei in the Kunpeng and Ascend AI + OpenHarmony fields, focusing on comprehensive collaboration[22]. - The company is a strategic partner of Huawei, focusing on the "Cloud + Kunpeng/Ascend + HarmonyOS" ecosystem, which strengthens its competitive edge[29]. - The company has established partnerships with local governments in regions like Hunan, Guizhou, Gansu, and Chongqing to promote domestic intelligent computing and digital transformation, enhancing local hardware and software ecosystems[76]. Financial Management and Investments - The total cash inflow from investment activities in 2022 was 1,438,199,423.45 CNY, compared to 1,177,789,027.03 CNY in 2021, indicating an increase of approximately 21.9%[199]. - The company has utilized idle raised funds for cash management, with amounts of 207 million yuan and 260.26 million yuan placed in structured deposits and large certificates of deposit respectively[61]. - The company has reported a total of 90.68 million yuan in raised funds, with an increase of 3.51 million yuan due to interest from the raised funds[62]. - The company has committed to achieving net profits attributable to shareholders of the parent company of no less than CNY 53.9 million, CNY 71.7 million, CNY 90.1 million, and CNY 112.9 million for the years 2015, 2016, 2017, and 2018 respectively[135]. Social Responsibility and Community Engagement - The company has been actively involved in social responsibility initiatives, including 12 years of educational support activities in rural areas, benefiting over 21,703 children[132]. - The company has raised over 2 million yuan in educational funding through various charitable activities, including a "Light of Hope" campaign[132]. - The company has established 18 dream libraries and 13 love houses as part of its community support efforts[132]. Talent Management and Employee Engagement - The total number of employees at the end of the reporting period was 4,020, with 1,213 in the parent company and 2,520 in major subsidiaries[111]. - The total annual salary for employees was CNY 866.21 million, with core technical personnel receiving CNY 124.96 million, accounting for 14.43% of total employee salaries[113]. - The company plans to further enhance its talent development programs in 2023, focusing on diverse training methods and mechanisms[114]. - The company aims to attract and retain talent through the long-term incentive plan, aligning the interests of shareholders, the company, and core team members[120]. Risks and Challenges - The company has identified potential risks related to market competition and regulatory changes, which are detailed in the report[3]. - The company faces risks related to technological innovation, including potential failures due to the complexity of emerging technologies like cloud computing and artificial intelligence[77]. - The company acknowledges the intense competition in the IT sector and plans to enhance its core competitiveness through increased investment in key technologies and products[78].