证券代码：002605 证券简称：姚记科技 公告编号：2025-073 债券代码：127104 债券简称：姚记转债 上海姚记科技股份有限公司 关于完成工商变更登记的公告 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。 上海姚记科技股份有限公司（以下简称"公司"）分别于 2025 年 10 月 29 日和 2025 年 11 月 18 日召开第六届董事会第二十四次会议和 2025 年第一次临时 股东会，审议通过了《关于变更注册资本并修订<公司章程>的议案》。具体内 容详见巨潮资讯网（www.cninfo.com.cn）及公司指定信息披露媒体《证券时报》 《中国证券报》《证券日报》同日披露的《关于变更注册资本并修订<公司章程> 及制定、修订部分制度的公告》。 近日，公司已在上海市工商行政管理局完成了相关变更登记手续，并领取了 换发后的《营业执照》，具体信息如下： 名称：上海姚记科技股份有限公司 类型：其他股份有限公司（上市） 住所：上海市嘉定区黄渡镇曹安路 4218 号 法定代表人：姚朔斌 2025 年 12 月 10 日 成立日期：1989 年 9 月 13 日 ...

Core Viewpoint - Auda Holdings (09929) has seen its stock price increase by over 530% since its resumption of trading on December 4, with a recent rise of 35.42% to HKD 0.65, with a trading volume of HKD 19.5965 million [1] Group 1: Shareholder Changes - Original shareholder SEM Enterprises sold a 75% stake to independent third party Yao Shuo Bin for HKD 165 million, equating to a price of HKD 0.11 per share, which is a premium of 6.80% compared to the last closing price of HKD 0.103 before the suspension [1] - Following the completion of the transaction, the acquirer Yao Shuo Bin is required to make a mandatory general offer [1] Group 2: Financial Instruments - The company issued a two-year zero-coupon convertible bond with a principal amount of HKD 44 million to the acquirer, with a conversion price of HKD 0.11, which will represent 16.67% of the enlarged share capital upon conversion [1] - The net proceeds from the bond issuance are intended for expanding electric vehicle charging solutions, repaying bank loans, providing performance guarantees for potential electromechanical engineering projects, and supplementing general working capital [1]

Core Viewpoint - Auda Holdings (09929) has seen its stock price increase by over 530% since its resumption of trading on December 4, with a current rise of 35.42% to HKD 0.65, and a trading volume of HKD 19.5965 million [1] Group 1: Shareholder Changes - Original shareholder SEM Enterprises is selling a 75% stake to independent third party Yao Shuo Bin for HKD 165 million, which translates to a price of HKD 0.11 per share, representing a 6.80% premium over the last closing price of HKD 0.103 before suspension [1] - Following the completion of the transaction, the acquirer is required to make a mandatory general offer [1] Group 2: Financial Instruments - The company is issuing a two-year zero-coupon convertible bond with a principal amount of HKD 44 million, convertible at a price of HKD 0.11, which will account for 16.67% of the enlarged share capital [1] - The net proceeds from the bond issuance are intended for expanding electric vehicle charging solutions, repaying bank loans, providing performance guarantees for potential electromechanical engineering projects, and supplementing general working capital [1]

Core Viewpoint - Auda Holdings (09929) has seen its stock price increase by over 530% since its resumption of trading on December 4, with a recent rise of 35.42% to HKD 0.65, with a trading volume of HKD 19.5965 million [1] Group 1: Shareholder Changes - Original shareholder SEM Enterprises sold a 75% stake to independent third party Yao Shuo Bin for HKD 165 million, equating to a price of HKD 0.11 per share, which is a premium of 6.80% compared to the last closing price of HKD 0.103 before suspension [1] - Following the completion of the transaction, the acquirer Yao Shuo Bin is required to make a mandatory general offer [1] Group 2: Financial Instruments - The company issued a zero-coupon convertible bond with a principal amount of HKD 44 million to the acquirer, with a conversion price of HKD 0.11, which would represent 16.67% of the enlarged share capital [1] - The net proceeds from the bond issuance are intended for expanding electric vehicle charging solutions, repaying bank loans, providing performance guarantees for potential electromechanical engineering projects, and supplementing general working capital [1]

上证报中国证券网讯（记者 李五强）12月4日，澳达控股开盘暴涨，最高涨至0.41港元/股，涨幅接近 300%，截至10时19分，澳达控股报0.395港元/股，涨283.50%。 12月4日，澳达控股开盘暴涨，最高涨至0.41港元/股，涨幅接近300%，截至10时19分，澳达控股报 0.395港元/股，涨283.50%。 姚记资本为于2024年5月27日在英属处女群岛注册成立的有限公司，姚朔斌全资拥有且是唯一董事。姚 朔斌为姚记科技(002605.SZ)的董事长、首席执行官兼执行董事。 澳达控股及要约人姚记资本有限公司联合公布，姚记资本将以每股0.11港元（溢价约6.36%）强制性无 条件现金要约澳达控股全部股份，澳达控股自2025年12月4日上午九时正起恢复买卖。 ...

Core Viewpoint - 澳达控股 (09929.HK) has announced a significant transaction involving the sale of 1,500,000,000 shares, representing 75% of the total issued shares, for a total cash consideration of HKD 165.0 million, equating to HKD 0.11 per share [1][2]. Group 1 - The seller, SEM Enterprises Limited, along with the guarantor and offeror, Yaoji Capital Limited, has agreed to the sale, with the completion date set for November 26, 2025 [1][2]. - Following the completion of the transaction, the offeror and its concert parties will hold a total of 1,500,000,000 shares, maintaining the 75% ownership of the issued shares [2]. - The offeror is required to make a mandatory unconditional cash offer for all remaining shares at a price of HKD 0.11 per share, which represents a premium of approximately 6.36% over the last closing price of HKD 0.103 [2]. Group 2 - The offeror is a company registered in the British Virgin Islands, wholly owned by Yao Shuo Bin, who is also the sole director [3]. - Yao Shuo Bin is an experienced entrepreneur with educational qualifications from Shanghai University of Science and Technology and the University of Warwick, and he currently serves as the chairman and CEO of Shanghai Yaoji Technology Co., Ltd. [3]. - The company has applied to the Stock Exchange for the resumption of trading of its shares starting from December 4, 2025, at 9:00 AM [4].

关于 上海姚记科技股份有限公司 的临时受托管理事务报告 债券简称：姚记转债 债券代码：127104.SZ 债券受托管理人 2025 年 11 月 重要声明 本报告依据《公司债券发行与交易管理办法》《公司债券受托管理人执业行 为准则》、上海姚记科技股份有限公司（以下简称"发行人"或"公司"）就存 续公司债券与受托管理人签署的受托管理协议（以下简称"《受托管理协议》"） 及其它相关信息披露文件以及发行人出具的相关说明文件和提供的相关资料等， 由受托管理人中信建投证券股份有限公司（以下简称"中信建投证券"或"受托 管理人"）编制。中信建投证券编制本报告的内容及信息均来源发行人提供的资 料或说明。 （一）取消监事会 公司根据《中华人民共和国公司法》（以下简称"《公司法》"）《上市公 司章程指引》《关于新<公司法>配套制度规则实施相关过渡期安排》等法律法 规、规范性文件的最新规定，修订《上海姚记科技股份有限公司章程》（以下简 称"《公司章程》"），并取消监事会及监事，由董事会审计委员会行使《公司 法》规定的监事会职权。 自修订后的《公司章程》经公司股东会审议通过生效之日起，公司《监事会 议事规则》相应废止，公司监事会将 ...

Core Viewpoint - The company is facing significant challenges in its performance, with a notable decline in revenue and profit, while also undergoing management changes. The gaming and digital marketing sectors are under pressure, prompting the company to explore new growth avenues such as short video and short drama production [1][2][4]. Financial Performance - In the third quarter of this year, the company's revenue was 6.7 billion yuan, a year-on-year decrease of 23.95%, and the net profit attributable to shareholders was 1.34 billion yuan, down 3.98% [2]. - For the first three quarters of this year, the total revenue was 21.08 billion yuan, reflecting a 24.42% decline compared to the previous year, with a net profit of 3.9 billion yuan, down 8% [2]. - The company's gaming revenue from 2019 to 2023 was 10.18 billion yuan, 12.14 billion yuan, 12.22 billion yuan, 12.02 billion yuan, and 12.26 billion yuan respectively, indicating a plateau in growth [2][3]. Gaming Business Challenges - The gaming sector, particularly the fishing game segment, is facing intense competition and user retention issues, with a significant reliance on a few key products [3]. - The gaming revenue for the previous year was 10.15 billion yuan, which represented a 17.2% decline year-on-year [3]. Digital Marketing Sector - The digital marketing business has shown unstable gross margins, with figures from 2020 to 2024 being 9.56%, 6.92%, 4.74%, 5.46%, and 7.76% respectively [4]. - The company’s bargaining power is limited due to a fixed customer structure primarily consisting of large companies, compounded by increased competition in the digital marketing space [4]. New Growth Initiatives - The company is actively seeking new growth points, particularly through the establishment of the Shanghai International Short Video Center, focusing on short video and short drama production [6]. - The company aims to leverage its digital marketing experience to integrate short drama marketing with existing channels, although it currently lacks content production experience [7].

Core Viewpoint - The company is facing significant challenges in its performance, with a notable decline in revenue and net profit, while also undergoing management changes. The gaming and digital marketing sectors are under pressure, prompting the company to seek new growth opportunities through short video and short drama initiatives [1][2][3]. Financial Performance - In the third quarter of this year, the company's revenue was 6.7 billion, a year-on-year decrease of 23.95%, and the net profit attributable to the parent company was 1.34 billion, down 3.98% [2]. - For the first three quarters of this year, the total revenue was 21.08 billion, reflecting a 24.42% decline compared to the previous year, with a net profit of 3.9 billion, down 8% [2]. - The company's gaming revenue from 2019 to 2023 was 10.18 billion, 12.14 billion, 12.22 billion, 12.02 billion, and 12.26 billion respectively, indicating a relatively stable performance despite recent challenges [2][3]. Gaming Business Challenges - The gaming sector, particularly the fishing game segment, is facing intense competition and a saturation of user traffic, which could hinder user retention if product iterations are insufficient [3]. - The company has launched new games like "Fishing New Era" but is still primarily reliant on its fishing game series, which may limit its growth potential [3]. Digital Marketing Sector - The digital marketing business has experienced unstable gross margins, with figures from 2020 to 2024 showing 9.56%, 6.92%, 4.74%, 5.46%, and 7.76% respectively [4]. - The company’s bargaining power is perceived to be weak due to a fixed customer structure primarily consisting of large companies, compounded by increased competition in the digital marketing space [4]. New Growth Initiatives - The company is exploring new growth avenues through short video and short drama production, leveraging its experience in digital marketing to create a full industry chain ecosystem [6][7]. - The Shanghai International Short Video Center, established in late 2020, focuses on short video and short drama production, with over 200 indoor scenes completed [6]. Management Changes - Following the resignation of Liang Meifeng, the company appointed Ji Wenjun as a non-independent director, indicating a shift in management amidst ongoing performance challenges [1][2].

Core Viewpoint - The company is experiencing significant revenue declines in its core business areas, prompting a leadership change and a search for new growth opportunities through diversification into short video and short drama production [1][2][8]. Financial Performance - In 2024, the company's revenue decreased by 24.04% year-on-year, while the third quarter of 2025 saw a revenue drop of 23.95% [1][2]. - For the third quarter of 2025, the company reported a revenue of 670 million yuan and a net profit attributable to shareholders of 134 million yuan, reflecting a decline of 3.98% [2][3]. - The first three quarters of 2025 showed a total revenue of 2.108 billion yuan, down 24.42% year-on-year, with a net profit of 390 million yuan, down 8.0% [2][3]. Business Segments - The poker business remains stable, but the company is facing challenges in its gaming segment, which has seen a revenue decline of 17.20% to 1.015 billion yuan in 2024 [4][5]. - The gaming segment, which includes products like "Fishing New Era," has been a key growth driver since 2018, but is now facing intense competition and user retention issues [4][5]. - The digital marketing segment has shown unstable gross margins, with rates fluctuating from 9.56% in 2020 to 7.76% in 2024, attributed to a fixed client structure and increased competition [6]. Strategic Initiatives - The company is actively seeking new growth points, particularly through its short video and short drama initiatives, leveraging its existing digital marketing experience [8][9]. - The establishment of the Shanghai International Short Video Center aims to enhance capabilities in short video and drama production, with over 200 indoor scenes completed [8]. - The company plans to integrate short drama marketing with its digital marketing channels to drive traffic, although it faces challenges in content quality and expertise [9].