国浩律师（南京）事务所 法律意见书 国浩律师（南京）事务所 关 于 南京科远智慧科技集团股份有限公司 2025 年第二次临时股东会 之 法律意见书 中国江苏省南京市汉中门大街 309 号 B 座 5、7、8 层（210036） 5,7,8/F, Block B, 309 Hanzhongmen Dajie, Nanjing, China, 210036 电话/Tel: +86-25-89660900 传真/Fax: + 86-25-89660966 网址/Website:http://www.grandall.com.cn 2025 年 9 月 一、本次股东会的召集、召开程序 1. 公司分别于 2025 年 8 月 27 日、2025 年 9 月 10 日在《证券时报》和巨潮 资讯网（http://www.cninfo.com.cn）上发布了《关于召开 2025 年第二次临时股东 会的通知》以及《关于召开 2025 年第二次临时股东会的提示性公告》，将公司 本次股东会的召开方式、会议时间、地点、内容和议程予以公告、通知。 国浩律师（南京）事务所 法律意见书 国浩律师（南京）事务所 关于南京科远智慧科技集团股份 ...

证券代码：002380 证券简称：科远智慧 公告编号：2025-039 南京科远智慧科技集团股份有限公司 第七届董事会第一次会议决议的公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 根据《公司法》、《上市公司治理准则》及《公司章程》等相关规定，结合 公司实际情况，董事会同意选举以下董事为公司第七届董事会各专门委员会成员， 任期自本次董事会审议通过之日起至本届董事会任期届满日止，具体组成如下： 战略委员会委员：刘国耀先生（召集人）、胡歙眉女士、汪进元先生、曹瑞 峰先生 审计委员会委员：赵湘莲女士（召集人）、王培红先生、刘铭皓先生 提名委员会委员：汪进元先生（召集人）、赵湘莲女士、曹瑞峰先生 薪酬委员会委员：王培红先生（召集人）、胡歙眉女士、汪进元先生 上述各专门委员会成员任期与本届董事会任期一致，期间如有委员不再担任 公司董事职务，则自动失去委员资格。 南京科远智慧科技集团股份有限公司（以下简称"公司"）第七届董事会一 五次会议于2025年9月12日下午以现场方式召开。会议通知于2025年9月8日以电 子邮件的方式发出。本次会议应参 ...

南京科远智慧科技集团股份有限公司 关于召开2025年第二次临时股东会的提示性公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 南京科远智慧科技集团股份有限公司（以下简称"公司"）于 2025 年 8 月 25 日召开的第六届董事会第十五次会议审议通过了《关于召开 2025 年第二次临 时股东会的议案》。公司董事会决定于 2025 年 9 月 12 日召开公司 2025 年第二次 临时股东会（以下简称"本次股东会"），现就召开本次股东会的有关事项提示公 告如下： 一、召开会议的基本情况 1、会议届次：2025 年第二次临时股东会 证券代码：002380 证券简称：科远智慧 公告编号：2025-037 2、召集人：公司董事会 3、召开的合法、合规性：本次股东会会议的召开符合《中华人民共和国公 司法》、《深圳证券交易所股票上市规则》、《深圳证券交易所上市公司规范运作指 引》等有关法律、法规、规范性文件及科远智慧《公司章程》的规定。 4、会议召开的日期和时间： 现场会议召开时间为：2025 年 9 月 12 日下午 14:30 开始，会期半天； 网络投票时间为：2 ...

Company Overview - Nanjing Koyuan Smart Technology Group Co., Ltd. is a leading supplier of industrial automation, information technology, and intelligent solutions in China, established on May 27, 1993, and listed on March 31, 2010 [2] - The company focuses on the research, production, and sales of industrial automation and information products, offering solutions such as Distributed Control Systems (DCS), Programmable Logic Controllers (PLC), real-time databases, and electric actuators [2] - Koyuan Smart has received numerous honors, including "National Torch Plan Key High-tech Enterprise" and "National Specialized and Innovative Small Giant Enterprise" [2] - The company's revenue composition is as follows: Industrial Automation 81.72%, Industrial Internet and Software 13.90%, Industrial Robotics 3.41%, and Others 0.96% [2] Recent Stock Performance - On September 2, Koyuan Smart's stock fell by 5.03%, closing at 26.61 yuan per share, with a trading volume of 218 million yuan and a turnover rate of 5.67%, resulting in a total market capitalization of 6.386 billion yuan [1] - The stock has experienced a continuous decline over three days, with a cumulative drop of 6.35% during this period [1] Fund Holdings - Citic Prudential Fund holds Koyuan Smart as a significant investment, with its fund "Citic Prudential Zhilin Mixed A" (003234) owning 29,000 shares, accounting for 5.67% of the fund's net value, making it the sixth-largest holding [3] - The fund has incurred a floating loss of approximately 40,900 yuan today and a total floating loss of 55,100 yuan over the three-day decline [3] - The fund was established on September 2, 2016, with a current scale of 8.6174 million yuan and has achieved a year-to-date return of 6.27% [3]

Financial Performance - Company reported a total revenue of 980 million yuan for the first half of 2025, representing a year-on-year increase of 21.78% [1] - Net profit attributable to shareholders reached 136 million yuan, up 23.09% year-on-year [1] - In Q2 2025, total revenue was 560 million yuan, with a year-on-year growth of 27.79% [1] - The gross profit margin was 39.15%, a decrease of 2.45% compared to the previous year [1] - The net profit margin slightly increased to 13.96%, up 0.1% year-on-year [1] - Total operating expenses were 146 million yuan, accounting for 14.88% of revenue, down 9.0% year-on-year [1] Cash Flow and Receivables - The company reported a significant increase in cash flow from operating activities, with a net change of 39.74% due to increased collections [2] - Accounts receivable reached 773 million yuan, which is 306.8% of the net profit, indicating a high level of receivables relative to profit [1][5] - The company’s cash and cash equivalents decreased by 267.37% due to investments in financial products [2] Market Position and Products - The company’s main products include DCS and large PLC systems, primarily serving the energy, power, and chemical industries [4] - The DCS market is experiencing rapid growth, with a domestic penetration rate of 43% in the thermal power sector [4] - The potential market for PLC products in the steel industry is estimated at around 70 billion yuan, driven by national policies promoting domestic control [4] Investment and Fund Holdings - The largest fund holding in the company is the招商中证2000指数增强A, which has a scale of 321 million yuan and has seen a 99.35% increase over the past year [4] - New investments in the company have been made by several funds, indicating growing interest from institutional investors [4] Historical Performance and Ratios - The company’s historical return on invested capital (ROIC) was 12.55% last year, with a median ROIC of 4.97% over the past decade [2] - The company has experienced a significant drop in ROIC in 2022, which was -25.68%, indicating past performance volatility [2]

Core Insights - Company reported a total revenue of 980 million yuan, ranking 18th among peers, with a year-on-year increase of 175 million yuan, representing a growth of 21.78% compared to the same period last year [1] - Net profit attributable to shareholders reached 136 million yuan, ranking 7th among peers, with an increase of 25.48 million yuan, reflecting a year-on-year growth of 23.09% [1] - Operating cash flow showed a net outflow of 17.69 million yuan, ranking 31st among peers, but improved by 11.66 million yuan compared to the previous year [1] Financial Ratios - The latest debt-to-asset ratio stands at 37.30%, a decrease of 2.16 percentage points from the previous quarter and a reduction of 3.60 percentage points year-on-year [3] - Gross profit margin is at 39.15%, ranking 25th among peers [3] - Return on equity (ROE) is 5.77%, ranking 4th among peers, with an increase of 0.48 percentage points year-on-year [3] - Diluted earnings per share (EPS) is 0.57 yuan, ranking 1st among peers, with a year-on-year increase of 0.11 yuan, reflecting a growth of 23.10% [3] - Total asset turnover ratio is 0.27 times, ranking 16th among peers, with a year-on-year increase of 0.03 times, representing a growth of 10.45% [3] - Inventory turnover ratio is 0.94 times, with a year-on-year increase of 0.21 times, reflecting a growth of 29.30% [3] Shareholder Information - The number of shareholders is 25,500, with the top ten shareholders holding 137 million shares, accounting for 56.89% of the total share capital [4]

Group 1 - The company announced that it will hold an employee meeting on August 25, 2025, to elect Mr. Liu Minghao as the employee representative director for the seventh board of directors [1]

Core Viewpoint - The company reported significant growth in both revenue and net profit for the first half of 2025, indicating strong operational performance and financial health [1] Financial Performance - The company achieved operating revenue of 980 million yuan, representing a year-on-year increase of 21.78% [1] - The net profit attributable to shareholders reached 136 million yuan, reflecting a year-on-year growth of 23.09% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 126 million yuan, with a year-on-year increase of 27.06% [1] - Basic earnings per share were reported at 0.5659 yuan [1]

Group 1 - The core viewpoint of the article highlights the financial performance of Koyuan Wisdom (002380.SZ) for the first half of 2025, showcasing significant growth in revenue and net profit [1] - The company achieved operating revenue of 980 million yuan, representing a year-on-year increase of 21.78% [1] - The net profit attributable to shareholders of the listed company was 136 million yuan, reflecting a year-on-year growth of 23.09% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 126 million yuan, with a year-on-year increase of 27.06% [1] - The basic earnings per share stood at 0.5659 yuan [1]

Group 1 - The core point of the article is that Koyuan Smart (SZ 002380) held its third meeting of the sixth board of directors on August 25, 2025, where it reviewed the proposal for the election of independent directors [1] - For the fiscal year 2024, Koyuan Smart's revenue composition is heavily weighted towards the manufacturing of power distribution and control equipment, accounting for 99.18% of total revenue, while other segments contribute only 0.82% [1] - As of the time of reporting, Koyuan Smart has a market capitalization of 6.5 billion yuan [1] Group 2 - The pet industry is experiencing significant growth, with a market size of 300 billion yuan, leading to a surge in stock prices for related listed companies [1]