中国国际金融股份有限公司关于 启明星辰信息技术集团股份有限公司 详式权益变动报告书（修订稿） 之 财务顾问核查意见 财务顾问：中国国际金融股份有限公司 北京市朝阳区建国门外大街 1 号国贸大厦 2 座 27 层及 28 层 二〇二三年八月 | 第一节 特别声明 | 2 | | --- | --- | | 第二节 释义 | 3 | | 第三节 绪言 | 5 | | 第四节 核查意见 | 7 | | 一、对《详式权益变动报告书》内容的核查 7 | | | 二、对信息披露义务人主体资格的核查 7 | | | 三、对信息披露义务人的股权结构及其控制关系的核查 8 | | | 四、对信息披露义务人控股股东、实际控制人所控制的核心企业和核心业务的主要情 | | | 况的核查 9 | | | 五、对信息披露义务人及其控股股东、实际控制人持有上市公司或银行、信托公司、 | | | 证券公司、保险公司等其他金融机构 | 5%以上股份的情况的核查 9 | | 六、对信息披露义务人主要业务及最近三年的财务状况的核查 10 | | | 七、对信息披露义务人最近五年受到行政和刑事处罚及涉及的重大诉讼、仲裁的情况 | | | 的核查 | ...

证券代码：002439 证券简称：启明星辰 启明星辰信息技术集团股份有限公司投资者关系活动记录表 | --- | --- | --- | |----------------|------------------------------------|-------------| | | | ：2023-003 | | | □特定对象调研 □分析师会议 | | | | □媒体采访 | √业绩说明会 | | 投资者关系活动 | | | | | □新闻发布会 □路演活动 | | | 类别 | | | | | □现场参观 | □电话会议 | | | □其他： （请文字说明其他活动内容） | | 参与单位名称 启明星辰 2022 年度业绩说明会采用网络远程方式进行，面向全体投资 者 及人员姓名 时间 2023 年 5 月 8 日 15:00-17:00 地点 深圳证券交易所"互动易平台"http://irm.cninfo.com.cn"云访谈" 栏目 董事长、总经理：王佳 公司接待人员 董事、副总经理、财务负责人、董事会秘书：张媛 姓名 独立董事：张晓婷 1.请问下王总，现在大模型很火，公司在这一块要怎样和中国移动合作 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥787,681,762.33, representing a 39.56% increase compared to ¥564,406,613.07 in the same period last year[5]. - The net profit attributable to shareholders was -¥65,726,750.98, an improvement of 32.60% from -¥97,510,893.01 year-on-year[5]. - The net profit for Q1 2023 was -67,975,714.74 CNY, compared to -98,314,117.17 CNY in Q1 2022, showing an improvement of approximately 30.7% year-over-year[19]. - The company reported a total comprehensive loss of -68,858,371.30 CNY for Q1 2023, compared to -99,020,855.83 CNY in Q1 2022, marking a reduction in losses of about 30.4%[19]. - The company's basic and diluted earnings per share were both -¥0.07, showing a 36.36% improvement from -¥0.11 in the same period last year[5]. - The basic earnings per share for Q1 2023 were -0.07 CNY, compared to -0.11 CNY in Q1 2022, showing an improvement of approximately 36.4%[19]. Cash Flow and Liquidity - The net cash flow from operating activities was -¥385,677,164.86, a significant decline of 783.07% compared to -¥43,674,374.16 in the previous year[5]. - Cash paid for the acquisition of fixed assets, intangible assets, and other long-term assets in Q1 2023 was ¥29,264,054.02, a decrease of 68.26% compared to the same period last year, primarily due to reduced payments for real estate purchases[11]. - Cash received from other financing activities in Q1 2023 was ¥171,643.53, a significant increase of ¥171,643.53 compared to the same period last year, attributed to interest income from raised funds[11]. - Cash paid for other financing activities in Q1 2023 was ¥11,469,695.58, an increase of 109.45% year-over-year, primarily due to increased lease payments[11]. - The cash and cash equivalents at the end of Q1 2023 were ¥805,699,924.74, down from ¥1,340,148,486.54 at the beginning of the year[15]. - The cash and cash equivalents at the end of Q1 2023 were 761,314,198.25 CNY, down from 1,091,876,629.18 CNY at the end of Q1 2022, a decrease of approximately 30.2%[22]. Assets and Liabilities - The total assets at the end of Q1 2023 were ¥9,783,374,053.85, down 2.19% from ¥10,002,085,275.55 at the end of the previous year[5]. - Current liabilities totaled ¥2,231,328,362.28, down 9.1% from ¥2,455,331,231.43 in the previous year[17]. - Non-current liabilities increased to ¥197,652,557.39, up from ¥136,655,376.23, representing a growth of 44.5%[17]. - The company's total equity decreased slightly to ¥7,354,393,134.18 from ¥7,410,098,667.89, a decline of about 0.8%[17]. - Long-term receivables rose significantly to ¥143,765,157.16, compared to ¥73,205,607.07, marking an increase of 96.3%[17]. - Inventory levels decreased to ¥341,472,821.18 from ¥447,654,924.31, a reduction of 23.6%[16]. Operating Costs and Expenses - The company reported a 116.80% increase in operating costs, amounting to ¥385,274,110.34, attributed to higher service project and third-party product sales costs[8]. - Total operating costs for Q1 2023 were ¥956,467,330.40, up 22.3% from ¥782,131,081.69 in the same period last year[18]. - The company incurred sales expenses of 272,155,973.69 CNY in Q1 2023, a decrease from 309,412,337.65 CNY in the same period last year, reflecting a reduction of about 12.0%[19]. - Research and development expenses increased to 245,557,875.70 CNY in Q1 2023, up from 232,908,093.97 CNY in the same period last year, reflecting a growth of about 5.6%[19]. Government Support and Fair Value Changes - The company received government subsidies totaling ¥37,985,024.69, primarily from VAT refunds[6]. - The fair value change income for Q1 2023 was ¥32,319,607.58, a substantial increase of 242.48% year-on-year, due to the listing of a subsidiary on the STAR Market[9]. Market Outlook - Future outlook includes potential market expansion and new product development strategies to enhance revenue growth[18]. - The company is in the process of issuing shares to specific targets, pending approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission[14].

Financial Performance - Revenue for 2022 was 4,436,909,155.32 yuan, a 1.16% increase compared to 2021[13] - Net profit attributable to shareholders in 2022 was 626,054,862.96 yuan, a decrease of 27.33% compared to 2021[13] - Operating cash flow in 2022 was -11,046,050.67 yuan, a significant decrease of 103.48% compared to 2021[13] - Total assets at the end of 2022 were 10,002,085,275.55 yuan, an increase of 11.93% compared to the end of 2021[13] - Q4 2022 revenue was 2,268,538,084.11 yuan, the highest among all quarters[16] - Q4 2022 net profit attributable to shareholders was 875,636,591.09 yuan, a significant recovery from losses in previous quarters[16] - Non-recurring gains and losses in 2022 totaled 104,969,540.83 yuan, an increase from 2021[17] - Revenue for 2022 reached 4.44 billion yuan, a year-on-year increase of 1.16%[55] - Net profit attributable to shareholders was 626 million yuan, a year-on-year decrease of 27.33%[55] - R&D expenses increased by 11.00% year-on-year, while management expenses decreased by 2.94% and sales expenses increased by 5.38%[55] - New business segments (cloud security, data security 2.0 & 3.0, industrial digital security, security operations) generated 1.88 billion yuan in revenue, accounting for 42.42% of total revenue, with cloud security revenue growing by 41.32% and data security 2.0 & 3.0 revenue growing by 40.56%[55] - Gross profit margin remained stable at 62.66%[55] - Revenue from the Northeast region decreased by 43.87%, while revenue from the South China region increased by 14.03%[56] - Direct sales accounted for 73.92% of total revenue, with a year-on-year increase of 3.01%[56] - Revenue from the security products segment was 2.96 billion yuan, accounting for 66.64% of total revenue, with a year-on-year increase of 1.02%[56] - Revenue from the security operations and services segment was 1.45 billion yuan, accounting for 32.77% of total revenue, with a year-on-year increase of 1.52%[56] - Inventory increased by 16.24% year-on-year to 153.36 million yuan[61] - Material costs for information network security increased by 12.92% to 1,238,126,029.82 yuan, accounting for 74.73% of operating costs[63] - Labor and manufacturing costs for information network security increased by 5.97% to 406,418,599.58 yuan, accounting for 24.52% of operating costs[63] - Total operating costs increased by 11.07% to 1,656,906,294.65 yuan[63] - The company's net cash flow from operating activities in 2022 was -11,046,050.67 yuan, a decrease of 103.48% compared to the previous year[79] - The company's net cash flow from investing activities in 2022 was -252,152,571.26 yuan, a decrease of 130.23% compared to the previous year[79] - The company's net cash flow from financing activities in 2022 was 252,916,838.99 yuan, an increase of 210.49% compared to the previous year[79] - The company's net profit in 2022 was 626,626,997.48 yuan, while the net cash flow from operating activities was -11,046,050.67 yuan, resulting in a significant difference of 637,673,048.15 yuan[80] Dividend and Shareholder Information - The company plans to distribute a cash dividend of 2.00 yuan per 10 shares (tax included) for the 2022 fiscal year[3] - The company's stock is listed on the Shenzhen Stock Exchange with the stock code 002439[7] - The company's annual report is disclosed on the Shenzhen Stock Exchange website and media outlets such as "Securities Times," "China Securities Journal," and "Securities Daily"[10] - The company's annual report is available at the board of directors' office[5] - The company implemented the 2021 profit distribution plan, with a cash dividend of RMB 2.00 per 10 shares, totaling RMB 190,520,707.60, accounting for 100% of the total profit distribution[157] - The total distributable profit for the year was RMB 243,491,479.43[157] - The company completed the initial grant of restricted stock under the 2022 Restricted Stock Incentive Plan, granting 19,623,400 shares to 973 incentive recipients at a price of RMB 12.24 per share[160] - The company granted 4,689,600 shares of restricted stock to 202 incentive recipients under the reserved portion of the 2022 Restricted Stock Incentive Plan at a price of RMB 12.215 per share[161] - The company granted 300,000 shares of restricted stock to senior executive Zhang Yuan under the 2022 Restricted Stock Incentive Plan[163] - The total number of shares held by the first employee stock ownership plan is 577,465 shares, accounting for 0.06% of the company's total share capital[165] - The second employee stock ownership plan holds 1,486,915 shares, accounting for 0.16% of the company's total share capital[165][167] - The third employee stock ownership plan holds 1,694,508 shares, accounting for 0.18% of the company's total share capital[165][167] - The second employee stock ownership plan reduced its holdings by 4,900 shares through centralized bidding transactions during the reporting period[167] - The third employee stock ownership plan reduced its holdings by 152,200 shares through centralized bidding transactions and disposed of 2,278,476 shares through non-trading transfers during the reporting period[167] - The total cost of the third employee stock ownership plan is RMB 140,586,270.72, with amortization costs of RMB 34,502,857.65 in 2022[168][169] - The first and second employee stock ownership plans participated in the 2021 profit distribution and attended the company's 2022 temporary shareholders' meetings[168] Cybersecurity Industry Trends - The cybersecurity industry is expanding due to digital transformation and is expected to reach a market size of hundreds of billions[19] - Data security is becoming as important as basic network security, with significant growth potential[19] - The company's cybersecurity solutions are adapting to China's unique digital scenarios and regulatory requirements[19] - The "14th Five-Year Plan" for Digital Economy Development emphasizes enhancing cybersecurity protection capabilities, improving data security assurance levels, and effectively preventing various risks[20] - The 20th National Congress of the Communist Party of China highlights the need to strengthen national security systems, including cybersecurity, data security, and personal information protection[20] - The National Integrated Government Big Data System Construction Guide aims to establish a secure and standardized government big data system by 2023, with further improvements by 2025[20] - The Opinions on Building Data Infrastructure Systems to Better Utilize Data Elements focus on safeguarding national data security and promoting efficient data circulation[21] - Industry-specific cybersecurity guidelines and "14th Five-Year" plans have been issued for sectors like telecommunications, finance, energy, and transportation, driving cybersecurity demand[22] - The construction of the State-owned Assets Cloud (Guoziyun) has spurred rapid growth in the cloud security market, emphasizing data security for state-owned assets[22] - AI advancements, such as ChatGPT, raise concerns about data privacy, AI code security, and new cybersecurity threats[22] - AI models pose risks of privacy data leakage, especially with large-scale training data, increasing the potential for sensitive information exposure[23] - AI-driven automation lowers the barrier for cyberattacks, enabling more sophisticated phishing, malware generation, and other threats[23] - AI empowers cybersecurity by enabling threat detection, vulnerability mining, and intelligent security operations, improving efficiency and reducing manual intervention[23] - Ransomware attack incidents increased by 13% year-over-year in 2022, surpassing the total of the past five years[24] Company Operations and Strategy - The company's registered address is located at No. 8, Northeast Wangxi Road, Haidian District, Beijing, with a postal code of 100193[7] - The company's legal representative is Wang Jia[7] - The company's website is www.venustech.com.cn, and the email for investor relations is ir_contacts@venustech.com.cn[7] - The company's financial report is audited by ShineWing Certified Public Accountants (Special General Partnership)[12] - The company's board secretary is Zhang Yuan, and the securities affairs representative is Liu Jing[8] - The company's registered address has undergone historical changes, with the latest change in June 2007 to its current location[7] - The company has a total of 6,903 employees as of the end of 2022, an increase of 316 compared to the previous year, with technical staff accounting for 64.5% and sales staff accounting for 19.8%[37] - The company has established nearly 70 business branches across China, with a nationwide channel and after-sales service system, covering over 100 cities and industries[37] - The company's products have maintained the top market share in China for multiple years, including data security (since 2015), database security auditing and protection (since 2014), and industrial firewalls (since 2018)[40] - The company has invested in nearly 50 startups in the same industry through equity investment, venture incubation, and joint ventures, fostering a healthy ecosystem[37] - The company has achieved compatibility and mutual recognition with Kirin Software for over 70 security products, covering areas such as boundary security, application security, and data security[41] - The company's security management and situational awareness platform has completed compatibility testing with Huawei Cloud's public cloud platform (Kunpeng) and obtained Kunpeng technical certification[41] - The company's "Smart Hydropower Station 5G Application Security Construction Project" was selected as a pilot demonstration project for innovative 5G + industrial internet security applications by the Ministry of Industry and Information Technology[42] - The company's subsidiaries, Beijing Venustech and Beijing Wangyuxingyun, won five honors in the CNVD 2021 Annual Awards, including "Technical Support Unit" and "Outstanding Contribution Unit for Original Vulnerability Discovery"[42] - The company has established a scientific and professional information security talent training system through customized courses, online education platforms, and simulation exercises[37] - The company has participated in the drafting of key industry standards and guidelines, including the "Data Security Law" implementation reference and the "2021 Cybersecurity Independent Innovation Research Report"[41] - The company's "Power Monitoring System Network Security Defense System and Situation Awareness Key Technology and Application" project won the third prize of the "Science and Technology Progress Award" from the State Grid Corporation of China[43] - The company's Wuxi City Big Data Center passed the "Data Security Capability Maturity Model (Level 3) Certification," becoming the first government scenario in China to achieve DSMM Level 3 certification[43] - The company won three major awards at the 2022 IT Market Annual Conference: "New Generation Information Technology Innovation Product," "Digital Innovation Practice Case," and "New Generation Information Technology Leading Enterprise"[43] - The company was recognized as a market leader in the "IDC MarketScape: China Zero Trust Network Access Solutions" 2022 vendor assessment[43] - The company's "Wuxi City Big Data Center Security System Construction Project" was selected as a special recommendation case for internet-driven economic and social digital transformation[44] - The company won three major awards at the CSDN 2022 China Developer Influence Annual Awards: "Venustech New Smart City Security Operation Service Solution," "Venustech Data Security Circulation Solution," and "Venustar Cloud Political and Legal Committee Big Data Center Security Construction Solution"[44] - The company's Data Security Governance Management Platform (DSMP) received authoritative recommendation from IDC[44] - The company signed strategic cooperation agreements with Inspur and Beijing Digital Certification Co., Ltd., aiming to deepen cooperation in product and industry resource integration[45] - The company's VenusEye Threat Intelligence Center focuses on high-value intelligence production and application, integrating threat intelligence, security products, security platforms, and operational services[47] - The company's next-generation threat detection and defense technologies include attack chain reconstruction, full traffic analysis forensics, encrypted traffic detection, and deception defense technologies[47] - AI security analysis technology: Applied AI to identify potential malicious behaviors, using supervised learning to train models for detecting abnormal traffic and non-normal business behaviors. The company's AI security analysis and empowerment platform, based on the ModelOps architecture, standardizes the modeling process and delivers AI model capabilities directly to users[49] - UEBA behavior analysis technology: Embedded in other security products or combined with cutting-edge technologies, it provides data support for tracking suspicious threats by correlating users, devices, and applications in real-time. It continuously extracts features and builds behavior session combinations and user profiles to detect hidden relationships[49] - Parallel simulation technology: Built a highly realistic network and business simulation environment using virtualization, cloud computing, AI, and digital twin technologies, integrating advanced attack and defense strategies and resources[49] - Big data AI platform - PanGu platform: The company's fourth-generation underlying architecture platform, supporting million-level EPS distributed correlation analysis engine, combining distributed computing framework with Flink for complex event processing[50] - High-performance network traffic processing technology: Supports hundreds of Gbps traffic detection scenarios, with FPGA-assisted acceleration improving overall detection performance by more than 3 times[50] - Data security scenario: Introduced the Data Oasis framework, addressing security issues in data collection, transmission, storage, usage, and destruction, and participating in the valuable data circulation, sharing, and trading in the big data field[51] - Industrial internet security scenario: Developed a comprehensive industrial control security system covering over 200 industrial protocols and vulnerabilities, achieving full industry scenario coverage for critical infrastructure industrial control systems[52] - 5G+Industrial internet scenario: Provides deep detection capabilities for 5G edge access, network slicing, signaling storms, and abnormal signaling[52] - IoT security scenario: Achieved a three-dimensional IoT security protection architecture for cloud, edge, and end, with lightweight device node identification, authentication, and trusted control technologies[52] - Financial information technology risk management: Established a financial information technology risk measurement index system, gradually realizing automated risk warning and continuous management[53] - The company established 9 new subsidiaries in 2022, including Yancheng Venustech Information Security Technology Co., Ltd. and Xinjiang Xintou Xingchen Technology Co., Ltd[65] - The top 5 customers accounted for 28.69% of total annual sales, with the largest customer contributing 11.87% of total sales[67] - The top 5 suppliers accounted for 30.68% of total annual procurement, with the largest supplier contributing 10.97% of total procurement[68] - R&D expenses increased by 11.00% to 938,738,029.57 yuan, primarily due to increased employee compensation[69] - The company focused on six core cybersecurity technology categories in 2022, including native security technology and DICT scenario technology[70] - Data security governance platform version 3.0 released, enhancing data security risk perception and prediction capabilities with UEBA system[71] - Privacy computing products and platforms developed, including differential privacy-based data masking and federated learning systems[71] - Cloud security management platform iterated with CSMA network security mesh architecture, supporting multi-resource pool and cascading management[71] - AI security R&D and operation integrated platform developed, improving AI application lifecycle management and security model construction[72] - PanGu R&D platform completed, supporting rapid product iteration and development with modular architecture[72] - Commercial cryptography application support system platform subsystem development completed, focusing on high-efficiency cryptographic operations[72] - EDR new version released, enhancing cloud host protection and industrial host system coverage[72] - The number of R&D personnel increased by 21.83% to 3,002 in 2022, with the proportion of R&D personnel rising to 43.49% of the total workforce[74] - R&D investment in 2022 reached 947.61 million yuan, a year-on-year increase of 11.34%, accounting for 21.36% of total revenue[76] - The company completed the development of a network space anti-mapping system, which includes four subsystems and is capable of countering network space mapping[75] - The next-generation application security (BOT protection) product was developed, featuring dynamic token, dynamic verification, dynamic obfuscation, and dynamic encapsulation technologies[73] - The company successfully developed a specialized line guardian system for telecom operators, which has been piloted in some provinces of China Mobile[73] - The company's cybersecurity range platform and supporting application subsystems were completed, supporting national-level range projects and several industry-leading user projects[73] - The company's R&D personnel with a bachelor's degree increased by 24.13% to 2,171, while those with a master's degree increased by 7.96% to 244[74] - The company's R&D personnel under the age of 30 increased by 27.81% to 1,549, while those aged 40 and above increased by 30.38% to 309[74] - The company's capitalised R&D investment increased by 7.78% to 86.42 million yuan, accounting for 9.12% of total R&D investment[76] - The company developed a comprehensive vulnerability scanning product, which includes container scanning, website security monitoring, and configuration change monitoring features[75] - The company's R&D capitalization amount for the Cloud Security Management Platform v5.0.260.5.1.0 is 9,623,913.82 yuan, and the project has been completed[77] - The R&D capitalization amount for the Tianyue Database Audit V6.0.17.8 project is 9,897,174.31 yuan, and the project has been completed[77] - The R&D capitalization amount for the Tianquan Full Traffic Analysis and Forensics System 7030 is 10,962,941.46 yuan, and the project is still in progress[77] - The R&D capitalization amount for the Security Management and Situational Awareness Platform v3.0.500.5.1.0 is 11,830,

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。投资者可提前登录 "互动易""网站（http://irm.cninfo.com.cn）进入公司本次年度业绩说明会页面 进行提问，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网上业绩说明会。 特此公告。 启明星辰信息技术集团股份有限公司董事会 2023 年 4 月 20 日 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有 虚假记载、误导性陈述或重大遗漏。 启明星辰信息技术集团股份有限公司（以下简称"公司"）已于 2023 年 4 月 20 日披露 2022 年年度报告，为了使广大投资者进一步了解公司 2022 年度报 告及生产经营情况，公司定于 2023 年 5 月 8 日 15：00—17：00 在深圳证券交易 所"互动易"平台举办 2022 年度业绩说明会，本次年度业绩说明会将采用网络 远程的方式举行，投资者可登陆"互动易"网站（http://irm.cninfo.com.cn），进 入"云访谈"栏目参与本次年度 ...

Group 1: Company Overview - The company primarily focuses on electronic seals and electronic signatures, which are based on encryption technology [2] - The integration with Wangyu Xingyun has been largely completed, leading to a stronger synergy between the two companies [3] Group 2: Market Impact and Trends - The shift to domestic operating systems will necessitate upgrades and replacements of related security products, which is a long-term process [3] - The frequency of security incidents in recent years has heightened the importance of information security, indicating significant future potential for the industry [3] Group 3: Product and Service Insights - The overlap in products with competitors like Green Alliance is minimal, as both companies have distinct offerings and capabilities [3] - The company is not primarily focused on terminal products; they are part of a comprehensive solution [4] Group 4: Financial Goals and Performance - The company's profit target for the year is set at no less than 150 million [4] - Revenue growth this year is expected to stem from effective cost control and the gradual realization of integration benefits from the merger [4] Group 5: Future Directions - The company is developing its own technologies and products in cloud virtualization, with private cloud being a key future direction [4] - There is potential for entering the personal market if a feasible pricing model can be established [4] - Future acquisitions will focus on companies within the information security sector, particularly larger firms to enhance market share and coverage [4]