证券代码：002383 证券简称：合众思壮 公告编号：2023-066 北京合众思壮科技股份有限公司 第五届董事会第二十八次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或者重大遗漏。 一、董事会会议召开情况 公司第五届董事会第二十八次会议于 2023 年 10 月 7 日在郑州市航空港区 兴港大厦公司会议室以通讯方式召开。会议通知于 2023 年 10 月 4 日以电话、电 子邮件的方式发出，会议应出席董事 8 人，实际出席董事 8 人。会议由董事长张 振伟先生召集并主持，会议召开符合有关法律、行政法规、部门规章及《公司章 程》的有关规定。 二、董事会会议审议情况 本次会议到会董事经过审议，以记名投票表决方式进行表决，最终通过了 如下决议： （一）关于签署重大补充协议的议案 2022 年 8 月，公司及其全资子公司 Hemisphere Co., Ltd.、Hemisphere GNSS Inc.和 Hemisphere GNSS (USA) Inc.与美国财政部和美国国防部代表的美国政府 (统称"CFIUS Monitoring Agencies"，简称 ...

为出具本法律意见书，本所律师审查了公司本次股东大会的有关文件和材料， 并对有关问题进行了必要的核查和验证。对参加现场会议的股东/股东代理人的身份 和资格进行了核查，见证了本次股东大会的召开。 北京市朝阳区西坝河南路 1 号金泰大厦 19 层(邮编 100028) 电话：(86-10) 6440 2232 传真：(86-10) 6440 2915 网址：www.zhonglunwende.com 北京市中伦文德律师事务所 关于北京合众思壮科技股份有限公司 2023 年第六次临时股东大会的法律意见书 致：北京合众思壮科技股份有限公司 北京市中伦文德律师事务所（以下简称"本所"）接受北京合众思壮科技股份 有限公司（以下简称"公司"）委托，委派本所律师出席公司 2023 年度第六次临时 股东大会（以下简称"本次股东大会"），并根据《中华人民共和国公司法》（以 下简称"《公司法》"）、《中华人民共和国证券法》、《上市公司股东大会规则》 （以下简称"《股东大会规则》"）、《深圳证券交易所上市公司股东大会网络投 票实施细则》（以下简称"《网络投票实施细则》"）等现行法律、法规、规范性 文件和《北京合众思壮科技股份有限公司章 ...

北京合众思壮科技股份有限公司 二○二三年第六次临时股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或者重大遗漏。 特别提示： 1、本次股东大会未出现否决议案的情形。 证券代码：002383 证券简称：合众思壮 公告编号：2023-065 2、本次股东大会不涉及变更前次股东大会决议。 一、会议召开和出席情况 北京合众思壮科技股份有限公司于 2023 年 8 月 31 日在《中国证券报》、《证 券时报》和巨潮资讯网披露公司《关于召开二○二三年第六次临时股东大会的通 知》等相关文件，会议召开的具体情况如下： 1、召集人：董事会 2、表决方式：现场记名投票、网络投票 3、现场会议召开时间：2023 年 9 月 15 日（星期五）下午 14:30 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 2023 年 9 月 15 日（星期五）上午 9:15-9:25，9:30—11:30 和下午 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 2023 年 9 月 15 日（星期 五）上午 9:15 至下午 15:00 期间的任 ...

Financial Performance - The company's operating revenue for the first half of 2023 was approximately ¥990.65 million, a decrease of 1.43% compared to ¥1,005.03 million in the same period last year[24]. - The net profit attributable to shareholders was approximately ¥14.26 million, down 33.04% from ¥21.30 million year-on-year[24]. - The basic earnings per share decreased by 32.99% to ¥0.0193, compared to ¥0.0288 in the same period last year[24]. - The company reported a net profit excluding non-recurring gains and losses of approximately -¥8.85 million, an improvement of 49.58% from -¥17.55 million in the previous year[24]. - The company's gross margin decreased as the revenue share from lower-margin Beidou mobile internet business increased during the reporting period[42]. - The company reported a significant increase in net cash flow from operating activities, amounting to CNY 262.51 million, a 409.35% improvement compared to a negative cash flow in the previous year[43]. - The company achieved a total revenue of CNY 990.65 million for the reporting period, a decrease of 1.43% compared to CNY 1,005.03 million in the same period last year[42]. - The company reported a total comprehensive income of ¥32,516,968.92 for the first half of 2023, compared to ¥31,145,781.12 in the same period of 2022, showing an increase of about 4.4%[166]. Assets and Liabilities - Total assets at the end of the reporting period were approximately ¥3.97 billion, a decrease of 12.61% from ¥4.54 billion at the end of the previous year[24]. - The net assets attributable to shareholders increased by 2.36% to approximately ¥1.40 billion, compared to ¥1.37 billion at the end of the previous year[24]. - The total assets as of June 30, 2023, amounted to CNY 3,970,430,212.61, a decrease from CNY 4,543,435,000.26 on January 1, 2023, reflecting a decline of approximately 12.6%[158]. - Total liabilities as of June 30, 2023, were CNY 2,490,096,750.54, down from CNY 3,095,514,618.93, indicating a reduction of about 19.6%[158]. - The company's equity attributable to shareholders increased to CNY 1,401,163,610.02 from CNY 1,368,915,479.76, reflecting a growth of about 2.4%[158]. Research and Development - Research and development expenses amounted to CNY 74.38 million, down 23.11% from CNY 96.74 million in the previous year[43]. - The company has accumulated 289 patents as of June 30, 2023, covering various fields including advanced components, high-precision instruments, and smart agriculture[38]. - The company is committed to developing high-precision positioning technologies for IoT and wearable devices, addressing the needs of smart cities and intelligent transportation[38]. - The company is focusing on enhancing its R&D capabilities, with a budget allocation of 150 million RMB for innovative technology development in 2023[93]. Market Expansion and Strategy - The company is actively expanding its high-precision business, particularly in sectors such as surveying, precision agriculture, and mechanical control, with a focus on innovative applications in smart cities and transportation[33]. - The company aims to enhance its presence in the global market, providing services to over 100 countries and regions, while focusing on measurement, precision agriculture, and mechanical control[41]. - The company plans to expand its market presence in Southeast Asia, targeting a 30% increase in market share within the next two years[91]. - The company is exploring potential mergers and acquisitions to strengthen its market position and enhance operational capabilities[116]. Compliance and Governance - The company is enhancing its legal compliance framework to reduce trade compliance risks amid increasing regulatory scrutiny[71]. - The company is committed to improving corporate governance and internal control systems to mitigate operational risks and safeguard shareholder interests[81]. - The company is currently under investigation by the China Securities Regulatory Commission for information disclosure violations, resulting in a fine of 6 million yuan[108]. - The company received an administrative penalty from the China Securities Regulatory Commission for false records in annual reports from 2017 to 2020, requiring corrections to financial reports[110]. Future Outlook - The company provided a positive outlook for the second half of 2023, projecting a revenue growth of 25% based on new product launches and market expansion strategies[93]. - Future guidance includes maintaining a gross margin of at least 40% while pursuing aggressive growth strategies in emerging markets[92]. - The company aims for a revenue guidance of 5 billion yuan for the full year 2023, reflecting a 25% growth target[183]. - The company plans to invest 200 million RMB in new technology infrastructure to support future growth initiatives[86].

Financial Performance - The company's revenue for Q1 2023 was ¥392,742,208.84, a decrease of 15.28% compared to ¥463,577,537.11 in the same period last year[5] - The net profit attributable to shareholders was a loss of ¥17,772,859.80, representing a decline of 222.93% from a profit of ¥14,457,513.21 in the previous year[5] - Total operating revenue for the current period is ¥392,742,208.84, a decrease of 15.3% from ¥463,577,537.11 in the previous period[20] - Net profit for the current period is -¥18,459,604.48, compared to a net profit of ¥15,257,497.61 in the previous period, indicating a significant decline[21] - Operating profit for the current period is -¥11,280,780.61, down from ¥23,568,119.32 in the previous period[21] - Total comprehensive income for the current period is -¥18,699,769.38, compared to ¥8,317,819.53 in the previous period[22] Cash Flow - The net cash flow from operating activities increased significantly by 914.58%, reaching ¥195,445,508.17, compared to a negative cash flow of ¥23,993,436.41 in the same period last year[5] - Cash flow from operating activities increased to ¥707,736,822.14 from ¥527,564,369.61, showing a growth of 34.2%[23] - The net cash flow from investing activities increased by 1895.18%, reaching ¥28,050,650.00, attributed to the receipt of previous equity transfer payments[10] - The net cash flow from investing activities was ¥295,307,482.39, up from ¥14,801,017.80 in the previous year, indicating strong investment recovery[25] - The total cash outflow from operating activities was ¥512,291,313.97, compared to ¥551,557,806.02 in the same quarter last year[25] Assets and Liabilities - Total assets at the end of the reporting period were ¥4,488,135,159.45, a decrease of 1.22% from ¥4,543,435,000.26 at the end of the previous year[5] - The company’s total liabilities decreased to RMB 3,058,914,547.50 from RMB 3,095,514,618.93, a reduction of approximately 1.2%[18] - The company’s total equity decreased to RMB 1,429,220,611.95 from RMB 1,447,920,381.33, a decline of about 1.3%[18] - The company’s short-term borrowings decreased to RMB 134,527,965.15 from RMB 164,822,509.47, a reduction of approximately 18.4%[18] Research and Development - The company's R&D expenses decreased by 40.60% year-on-year, amounting to a reduction of ¥18,646,000, primarily due to a reduction in the scope of consolidation[10] - Research and development expenses decreased to ¥27,281,042.40 from ¥45,927,059.00, a reduction of 40.6%[21] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 57,457, with the largest shareholder holding 22.21% of the shares[11] Other Income and Expenses - The company reported an increase in other income by 183.68%, totaling ¥9,982,100.00, mainly due to increased government subsidies received[10] - The company reported a significant increase in financial expenses to ¥38,469,873.69 from ¥30,159,448.28, marking a rise of 27.3%[21] - The company reported a significant increase in credit impairment losses reversed, which rose by 1823.3% to ¥16,859,600.00, due to the recovery of long-term receivables[10] Inventory and Receivables - Accounts receivable increased to RMB 828,334,475.57 from RMB 752,550,012.25, reflecting a growth of about 10.1%[16] - The company’s inventory stood at RMB 621,357,496.40, up from RMB 610,894,404.02, representing an increase of approximately 1.5%[17] Audit Information - The company did not conduct an audit for the first quarter report[26]

Financial Performance - The company's operating revenue for 2022 was ¥1,923,636,137.49, a decrease of 8.73% compared to ¥2,107,546,242.72 in 2021[22]. - The net profit attributable to shareholders was -¥240,461,181.44, representing a decline of 159.38% from -¥92,704,523.84 in the previous year[22]. - The net cash flow from operating activities was -¥13,247,382.42, a decrease of 13.48% compared to -¥11,673,509.79 in 2021[22]. - The total assets at the end of 2022 were ¥4,543,435,000.26, down 8.89% from ¥4,986,721,883.21 at the end of 2021[22]. - The basic earnings per share for 2022 was -¥0.3248, a decline of 159.42% from -¥0.1252 in 2021[22]. - The weighted average return on net assets was -16.22%, a decrease of 10.59 percentage points from -5.63% in 2021[22]. - The company's revenue from main business activities after deductions was ¥1,795,642,983.63, down from ¥1,967,997,043.01 in 2021[22]. - The company achieved operating revenue of 1,923.64 million yuan in 2022, a decrease of 8.73% compared to the previous year, and reported a net loss attributable to shareholders of 240.46 million yuan[47]. - The total operating revenue for 2022 was ¥1,923,636,137.49, a decrease of 8.73% compared to ¥2,107,546,242.72 in 2021[60]. - The revenue from the Beidou high-precision business was ¥877,695,855.57, accounting for 45.63% of total revenue, down 7.90% from the previous year[60]. - The Beidou mobile internet business revenue decreased by 20.18% to ¥647,529,402.16, representing 33.66% of total revenue[60]. - The spatial information service revenue increased by 34.53% to ¥256,185,161.74, making up 13.32% of total revenue[60]. - The gross profit margin for the satellite navigation system development and manufacturing industry was 43.25%, a decrease of 2.98% from the previous year[61]. - The company reported a total operating cost of ¥1,091,683,054.62, down 10.68% from ¥1,222,275,616.56 in 2021[65]. Business Strategy and Development - The company focuses on high-precision satellite navigation applications, providing customized solutions across various industries, and has established a robust "end + cloud" spatiotemporal platform[35]. - The high-precision business is the core development area, offering products for surveying, precision agriculture, and machinery control, with international leading technology capabilities[36]. - The company is enhancing its spatiotemporal information service platform to support various sectors, including smart cities and land management[39]. - The company is committed to developing low-power, high-performance positioning technologies for IoT and wearable devices, addressing diverse navigation needs[42]. - The company is focusing on the "end + cloud" strategy, expanding its applications in measurement and surveying, precision agriculture, digital construction, deformation monitoring, smart transportation, and smart cities[43]. - The company aims to build an "end + cloud" industrial IoT platform in the spatiotemporal information field, targeting markets such as precision agriculture and smart cities[44]. - The company is actively promoting the localization of core technologies and components to strengthen its supply chain security amid international geopolitical influences[48]. - The company is focusing on the development of intelligent safety helmets with high positioning accuracy and real-time capabilities for smart construction sites[56]. - The company is integrating satellite navigation technology into various sectors, including geological disaster monitoring and urban safety[54]. - The company is exploring partnerships to leverage new technologies and expand its market reach[139]. Research and Development - The company has applied for over 590 patents by the end of 2022, covering various fields such as advanced components and high-precision instruments[42]. - The company is advancing technologies in machine vision and GNSS integration, enhancing efficiency and intelligence in traditional measurement products[41]. - The company is developing a handheld 3D laser scanner to enhance competitiveness and increase sales[71]. - The company plans to launch an automated control system for digital construction, targeting overseas markets[71]. - The company is focusing on the development of a GNSS-based automatic driving system to enhance the agricultural machinery industry[73]. - The company is investing 200 million RMB in R&D for new technologies, focusing on AI and IoT solutions[150]. - The company plans to invest 100 million RMB in R&D for new technologies in the next fiscal year, focusing on AI and IoT applications[153]. Market and Industry Trends - The satellite navigation and positioning industry in China had a total output value of ¥469 billion in 2021, growing by 16.29% year-on-year[33]. - The core output value related to satellite navigation technology reached ¥145.4 billion, accounting for 31% of the total industry output[33]. - The domestic satellite navigation and positioning service market demand continued to grow steadily in 2021, driven by modern infrastructure construction, with significant applications in smart transportation, smart energy, and smart agriculture[34]. - The company has established a global presence, providing products and services to over 100 countries and regions, enhancing its international industry recognition[45]. - The company is actively pursuing new product development and technological advancements to maintain competitive advantage in the market[112]. Governance and Compliance - The company has established a governance structure with a clear division of responsibilities among the shareholders' meeting, board of directors, and supervisory board[127]. - The board of directors consists of 8 members, including 3 independent directors, ensuring compliance with legal requirements[128]. - The company has implemented a human resources policy that emphasizes sustainable development and performance-based compensation for employees[130]. - The company has established a robust internal control system in compliance with relevant laws and regulations[176]. - The company emphasizes compliance with laws and regulations in its governance practices, enhancing decision-making processes[164]. - The company has committed to maintaining its independence and avoiding competition with related parties, with ongoing compliance since October 9, 2022[188]. Future Outlook - The company provided a future outlook with a revenue guidance of 1.5 billion RMB for 2023, indicating a growth target of 25%[153]. - The company plans to enter the Southeast Asian market in 2023, targeting a revenue contribution of 5% from this region[150]. - The company aims to achieve a global leading position in high-precision professional products and solutions by 2025 through technology and product planning[117]. - The company plans to optimize its organizational structure and management mechanisms to enhance market competitiveness and ensure healthy growth in key business areas[119]. - The company is exploring potential acquisitions to enhance its technology portfolio, with a target of completing at least one acquisition by Q4 2023[156]. Employee and Management Changes - The company has undergone several management changes, including the resignation of the chairman and several board members due to personal reasons[140]. - The management team emphasizes the importance of adapting to market changes and consumer demands in the upcoming fiscal year[139]. - The company has seen significant leadership changes, with multiple executives transitioning in recent years[147]. - The company has a total of 285,120 shares held by the chairperson, with no changes reported during the period[138]. - The company has implemented a multi-level training system to enhance the skills and management capabilities of its employees[173].

Group 1: Investor Relations Activity - The activity type is a specific object investigation [1] - The date of the activity is June 26, 2014 [1] - The location of the meeting is the company conference room [1] Group 2: Participants - The investor representative is Cheng Cheng from Guosen Securities [1] - The company representative is Chairman Guo Xinping [1] Group 3: Attachments - The attachments include a visitor commitment letter [1] - A research summary is also included [1]

Group 1: Company Overview - Securities Code: 002383 [1] - Securities Abbreviation: Hezhong Sizhuang [1] Group 2: Investor Relations Activity - Activity Type: Specific Object Research [2] - Date of Activity: August 29, 2014 [2] - Location: Company Conference Room [2] Group 3: Participants - Participating Units: Guosen Securities, Central European Fund, Caida Securities, CITIC Industry, and others [2] - Key Personnel: Chairman Guo Xinping and senior management team [2] Group 4: Activity Content - Main Content of Research Activity: Research activity [2] - Attachments Included: 1. Visitor Commitment Letter, 2. Research Summary [2]

Group 1: Company Strategy and Vision - The company aims to become a global leader in high-precision products and services in the spatial information field, focusing on the global development of the BeiDou navigation industry [1] - The new strategy, termed "121," revolves around two core business directions: BeiDou high precision and BeiDou mobile internet, along with a comprehensive service platform [1] Group 2: High-Precision Applications - Traditional high-precision applications include disaster monitoring, surveying, precision agriculture, and machinery control, which occupy a significant position in the satellite navigation market [2] - The emergence of "pan-high precision applications" expands the application fields significantly, with positioning accuracy ranging from millimeters to about 1 meter [2] Group 3: Opportunities for Chinese Enterprises - BeiDou is positioned as the most favorable system for promoting high-precision applications globally, particularly in the Asia-Pacific region, which is expected to be the most active GNSS market in the next decade [2] - The development of BeiDou provides Chinese enterprises with opportunities to catch up in the high-precision application market, as Western companies have historically overlooked this region [2] Group 4: Development Path of BeiDou Industry in China - National policy support is crucial for the development of the BeiDou industry, as it is considered a strategic resource for national economic and social development [3] - The BeiDou system's development will follow a marketization process, similar to that of the GPS system, to ensure its global reach [3]

北京合众思壮科技股份有限公司 投资者调研纪要 时间：2016 年 10 月 11 日 地点：北京市朝阳区酒仙桥路恒通商务园 1 幢 B10 楼 3 层公司会议室 参加人： 1、太平洋证券徐中华、云天汇财富（上海）资产管理有限公司赵文君。 2、公司：董事会秘书左玉立 记录人：蒋蕾 会议内容： 公司：非常欢迎各位的到来，感谢投资者对公司经营的关心，我们很乐意 回答各位的问题。 1、请介绍下公司的基本情况？ 公司作为国内最早进入卫星导航定位领域的公司之一，北京合众思壮科技 股份有限公司（股票代码：002383）成立于 1994 年，以"成为空间信息领 域全球领先的高精度专业产品与服务提供商"为企业愿景，持续专注于精准与 专业的导航、定位、授时、控制等空间信息业务。 合众思壮业务聚焦于北斗高精度移动互联，以"精准.专业"为特点，发展 北斗高精度应用和北斗移动互联应用。北斗高精度应用主要面对动态高精度定 位市场，服务以测量测绘、机械精确行走和控制为目标的应用领域，市场应用 重点主要为传统测量测绘，以及农业自动驾驶、机械控制和驾校考试设备等。 北斗移动互联应用针对行业应用市场，以北斗专业终端产品竞争力为核心，以 行业信息 ...