北京市盈科（深圳）律师事务所 关于 深圳市捷顺科技实业股份有限公司 2024年年度股东大会 的 法律意见书 北京市盈科（深圳）律师事务所 深圳市福田区鹏程一路广电金融中心 23/30/31/32 层 二○二五年五月 股东大会法律意见书 北京市盈科（深圳）律师事务所 关于 深圳市捷顺科技实业股份有限公司 2024年年度股东大会 的 法 律 意 见 书 致：深圳市捷顺科技实业股份有限公司 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》（以下简称"《证券法》"）、中国证券监督管理委员会发布的《上市公司股 东会规则》（以下简称"《股东会规则》"）、《深圳证券交易所上市公司股东会网络 投票实施细则（2025 修订）》（以下简称"《网络投票实施细则》"）、《律师事务所 从事证券法律业务管理办法》（以下简称"《从业办法》"）、《律师事务所证券法律 业务执业规则（试行）》（以下简称"《执业规则》"）等法律、法规和规范性文件的 规定以及《深圳市捷顺科技实业股份有限公司章程》（以下简称"《公司章程》"）的 有关规定，北京市盈科（深圳）律师事务所（以下简称"本所"）接受深圳市捷顺科技 实业股份有 ...

Investment Rating - The report upgrades the investment rating of the company to "Strong Buy" with a target price of 12.15 CNY, reflecting an expected outperformance of over 20% compared to the benchmark index in the next six months [3][8]. Core Views - The company reported a revenue of 1.579 billion CNY for 2024, a decrease of 4.01% year-on-year, and a net profit of 31 million CNY, down 72.04% year-on-year. However, Q1 2025 showed a revenue of 305 million CNY, an increase of 27.52% year-on-year, indicating a turnaround with a net profit of 1.5806 million CNY [2][4]. - The innovative business segment has significantly increased its contribution, with new contracts signed reaching 1.279 billion CNY in 2024, a year-on-year growth of 44%. The innovative business accounted for 42.48% of total revenue, with notable growth in parking asset management and software services [2][7]. - The company is focusing on an "AI + Parking" strategy, aiming to enhance operational efficiency and revenue generation through advanced data analytics and AI technologies [2][7]. Financial Summary - For 2024, total revenue is projected to be 1.579 billion CNY, with a year-on-year growth rate of -4.0%. The net profit is expected to be 31 million CNY, with a significant decline of 72.0%. The forecast for 2025-2027 shows revenues of 1.911 billion CNY, 2.293 billion CNY, and 2.733 billion CNY, with corresponding growth rates of 21.1%, 20.0%, and 19.2% respectively [2][8]. - The earnings per share (EPS) is projected to increase from 0.05 CNY in 2024 to 0.46 CNY by 2027, reflecting a strong recovery in profitability [2][8]. - The company maintains a healthy balance sheet with a debt-to-equity ratio of 15.8% and an asset-liability ratio of 32.34% [4][8].

Investment Rating - The report upgrades the investment rating of the company to "Strong Buy" with a target price of 12.15 CNY, reflecting an expected outperformance of over 20% compared to the benchmark index in the next six months [3][8]. Core Views - The company reported a revenue of 1.579 billion CNY for 2024, a decrease of 4.01% year-on-year, and a net profit of 31 million CNY, down 72.04% year-on-year. However, in Q1 2025, the company achieved a revenue of 305 million CNY, marking a year-on-year increase of 27.52% and a return to profitability with a net profit of 1.5806 million CNY [2][4]. - The decline in 2024 revenue was primarily due to the downturn in the traditional smart hardware business, influenced by the real estate sector's challenges. Conversely, innovative business segments showed growth, with a revenue of 671 million CNY, up 18.70% year-on-year, accounting for 42.48% of total revenue [2][7]. - The company is focusing on an "AI + Parking" strategy, aiming to transform its business model and enhance operational efficiency through advanced data analytics and AI technologies [2][7]. Financial Summary - For 2024, the total revenue is projected to be 1.579 billion CNY, with a year-on-year growth rate of -4.0%. The net profit is expected to be 31 million CNY, with a significant decline of 72.0% [2][8]. - Forecasts for 2025 to 2027 indicate revenues of 1.911 billion CNY, 2.293 billion CNY, and 2.733 billion CNY, respectively, with corresponding growth rates of 21.1%, 20.0%, and 19.2% [2][8]. - The projected net profit for 2025 is 176 million CNY, reflecting a substantial increase of 460.2% year-on-year, with further growth expected in subsequent years [2][8].

Group 1: 华峰化学 - Company decided to terminate the acquisition of 100% equity in Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd. due to insufficient shareholder approval [1] - The decision was made based on prudence, as the proposal did not receive more than two-thirds of the valid voting rights at the shareholders' meeting [1] - Company will continue to promote related equity injection work and strictly fulfill asset injection commitments [1] Group 2: 中荣股份 - Actual controller and chairman Huang Huanran has been placed under residential surveillance by the police [2] - Other board members and senior management are performing their duties normally, and the board of directors is operating as usual [2] - Company specializes in the research, design, production, and sales of paper printing and packaging products [2] Group 3: 密尔克卫 - Three shareholders plan to reduce their holdings by a total of up to 2% of the company's shares through block trading [3] - The reduction includes 143.63 million shares, 97.65 million shares, and 75.03 million shares, representing 0.91%, 0.62%, and 0.47% of the total share capital respectively [3] - The reduction period is from June 6, 2025, to September 5, 2025, due to personal funding needs [3] Group 4: 舒泰神 - Subsidiary Jiangsu Beijietai Biotechnology Co., Ltd. has obtained a drug production license from the Jiangsu Provincial Drug Administration [4] - The license allows for the production of therapeutic biological products, specifically for registered declaration use [4] - The license is valid until May 7, 2030, and is not expected to have a significant impact on the company's current performance [4] Group 5: 捷顺科技 - Company won the bid for the "Chongqing Beautiful Sunshine Home and other public rental housing supporting parking space operation project" [5] - The project includes four public rental housing supporting parking lots with a total of 13,335 parking spaces [5] - The minimum guaranteed revenue for the project is quoted at 40.43 million yuan per year, with a total contract amount expected to exceed 100 million yuan [5] Group 6: 综艺股份 - Company signed an investment cooperation intention agreement to acquire control of Jiangsu Jilai Microelectronics Co., Ltd. through cash capital increase or share transfer [6] - Jilai Micro primarily engages in the research, production, and sales of power semiconductor chips and devices [6] - The transaction is expected to constitute a major asset restructuring [6] Group 7: 东山精密 - Subsidiary DSBJ PTE. LTD. plans to acquire 100% equity of French GMD Group for approximately 100 million euros (about 814 million yuan) [7] - The acquisition aims to advance the company's globalization strategy and enhance its market share in the automotive parts sector [7] - The company specializes in the research, production, and sales of electronic circuit products and precision components [7] Group 8: 诺诚健华 - Company reported a net profit of 17.97 million yuan for the first quarter of 2025, a significant turnaround from a loss of 142 million yuan in the same period last year [8] - The first quarter revenue reached 381 million yuan, representing a year-on-year growth of 129.92% [8] - The company focuses on the research, production, and commercialization of innovative drugs [8] Group 9: 凯美特气 - Shareholders plan to reduce their holdings by up to 3% of the company's shares through centralized bidding and/or block trading [9] - The total number of shares to be reduced is 20.86 million [9] - The reduction is due to personal funding needs [9] Group 10: 海创药业 - Controlling shareholder plans to reduce holdings by up to 2% of the company's shares through centralized bidding and block trading [10] - The total number of shares to be reduced is 1.98 million [10] - The reduction is due to personal funding needs [10] Group 11: 高争民爆 - Controlling shareholder plans to reduce holdings by up to 3% of the company's shares through centralized bidding and block trading [11] - The total number of shares to be reduced is 828,000 [11] - The reduction is due to the company's funding needs [11] Group 12: 金埔园林 - Two shareholders plan to reduce their holdings by a total of up to 1.91% of the company's shares [12] - The reductions include 183.93 million shares and 167.73 million shares [12] - The reasons for the reductions are asset optimization and personal funding needs [12] Group 13: 掌趣科技 - The largest shareholder plans to reduce holdings by up to 1% of the company's shares through centralized bidding or block trading [13] - The total number of shares to be reduced is 27.2 million [13] - The reduction is due to personal funding needs [13] Group 14: 美凯龙 - Company announced that its director and general manager has been placed under investigation and detention by the local supervisory committee [14] - Other board members and senior management are performing their duties normally, and daily operations are unaffected [14] - The company specializes in managing and operating self-operated and franchised shopping malls [14] Group 15: 新强联 - Major shareholder plans to reduce holdings by up to 1.89% of the company's shares through centralized bidding and block trading [15] - The total number of shares to be reduced is 717,490 [15] - The reduction is due to operational needs [15] Group 16: 日月明 - Shareholder plans to reduce holdings by up to 1% of the company's shares through centralized bidding [16] - The total number of shares to be reduced is 80,000 [16] - The reduction is due to personal funding needs [16] Group 17: 同有科技 - Major shareholder and vice president plan to reduce their holdings by up to 1.53% of the company's shares [17] - The total number of shares to be reduced is 730,850 [17] - The reduction is due to personal funding needs [17] Group 18: 爱尔眼科 - Subsidiary successfully acquired 60% equity and specific debt of Shenzhen Guangsheng Digital Technology Co., Ltd. for 650 million yuan [18] - The transaction constitutes a related party transaction [18] - The acquired asset will serve as long-term medical premises for the subsidiary [18]

一、中标项目基本情况 证券代码：002609 证券简称：捷顺科技 公告编号：2025-033 深圳市捷顺科技实业股份有限公司 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 中标结果公告，深圳市捷顺科技实业股份有限公司（以下简称"公司"或"捷顺科 技"）为"重庆市美丽阳光家园等公租房配套车位运营项目"的中标单位，具体情 况公告如下： 项目合同总金额超 1 亿元。 本项目包含 4 个公租房配套停车场，共计 13,335 个车位（车位数以现场实 际车位数为准）。本项目以公租房配套车位的经营权进行合作，通过对公租房配 套停车场进行统一管控、统一运营，以降低运营成本，提升运营效益。 本次中标的项目，是公司在重庆市的第二个大型政府公租房类停车场数字化 运营项目，公司以承包方式获得项目运营权，主导项目建设及运营，依托 AI、 大数据等技术以及平台运营能力充分赋能项目，打造无人值守智慧停车场，实现 降本增收提效，最终实现多方共赢局面。 本次项目的中标，充分展现了公司在停车场投资、建设、运营一体化的综合 实力，进一步加速停车资产运营业务的规模化发展。如项目顺利实施交付、持续 ...

1、项目名称：重庆市美丽阳光家园等公租房配套车位运营项目 关于项目中标情况的自愿性信息披露公告 2、项目编码：50000120250411025030101 深圳市捷顺科技实业股份有限公司 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 2025 年 4 月 13 日，根据重庆市公共资源交易网（https://www.cqggzy.com） 中标结果公告，深圳市捷顺科技实业股份有限公司（以下简称"公司"或"捷顺科 技"）为"重庆市美丽阳光家园等公租房配套车位运营项目"的中标单位，具体情 况公告如下： 证券代码：002609 证券简称：捷顺科技 公告编号：2025-033 一、中标项目基本情况 本项目采取"保底收益+超额分成"合作模式。项目收入由停车场停车费收 入及其他包括但不限于充电桩运营、数据服务、流量变现等增值收入组成。 3、招标人：重庆财赋置业管理有限公司 4、招标代理机构：重庆国际投资咨询集团有限公司 5、中标人：捷顺科技 6、公示媒体：重庆市公共资源交易网（https://www.cqggzy.com） 7、服务期限：从交接次日起至 2027 年 1 ...

捷顺科技（002609）公告，公司中标"重庆市美丽阳光家园等公租房配套车位运营项目"，服务期限从交 接次日起至2027年12月31日，预计项目合同总金额超1亿元。项目包含4个公租房配套停车场，共计 13335个车位。项目采取"保底收益+超额分成"合作模式，收入由停车场停车费收入及其他增值收入组 成。该项目是公司在重庆市的第二个大型政府公租房类停车场数字化运营项目，以承包方式获得运营 权，主导项目建设及运营。 ...

Core Viewpoint - The company has successfully transformed from a traditional parking equipment provider to a smart parking operator, with innovative business orders accounting for 64% of total new orders in 2024, despite a slight decline in overall revenue and profit due to traditional hardware sales drop [2][6]. Group 1: Financial Performance - In Q1 2025, the company reported a main revenue of 305 million, a year-on-year increase of 27.52%, and a net profit of 1.58 million, up 110.96% [8]. - The company experienced a slight decline in revenue by 0.1% and a net profit drop of 0.4% in 2024, primarily due to the decrease in traditional hardware sales and reduced non-operating income [2][6]. - R&D investment reached 5.4 billion in 2024, a 38% increase year-on-year, accounting for 77% of revenue [2]. Group 2: Business Transformation and Innovation - The company has shifted focus to innovative business areas, achieving new contract amounts of 7.9 billion in 2024, a 44% increase year-on-year, with growth in software, cloud services, and smart parking operations [3][6]. - The company aims to enhance its market presence by developing an open platform for parking operations, targeting a broader range of parking lots and users [3]. - The company is actively integrating AI technology into its services, providing real-time parking recommendations and operational insights for both car owners and parking lot operators [7]. Group 3: Market Strategy and Future Outlook - The company plans to expand its new energy business, focusing on destination charging, commercial energy storage, and energy-saving lighting solutions, which are expected to yield around 60% energy savings for users [5]. - The company is committed to attracting and nurturing talent in technology and operations to strengthen its competitive edge in the smart parking sector [6]. - The company anticipates maintaining high growth rates in its innovative business over the next three years, supported by a broad market space and ongoing optimization of its business strategies [2][6].

Group 1: Company Performance - In 2024, the company's innovative business new signed orders accounted for 53.64% of total new signed orders, indicating a successful transition from a traditional parking equipment provider to a smart parking operator [2][7] - The total new signed orders for innovative businesses reached 1.279 billion yuan, representing a year-on-year growth of 44.1% [2][7] - The company's operating revenue decreased by 4.01%, and net profit dropped by 72.04% due to several factors, including a decline in traditional hardware sales and reduced non-operating income [3][4] Group 2: Innovation and R&D - R&D investment in 2024 amounted to 154 million yuan, a year-on-year increase of 5.38%, accounting for 9.77% of operating revenue [3][4] - The company focuses its R&D on AI analysis technology, fee evasion recognition, and smart management platforms, enhancing the intelligence of the parking industry [3][4] - The innovative business is expected to maintain high growth rates over the next three years, driven by expanding market opportunities [2][7] Group 3: Market Strategy and Future Plans - The company is shifting from new project demands to existing market opportunities, having largely completed its de-real estate strategy [4][6] - Future growth in innovative business will be driven by a focus on "AI + parking operations," aiming to create an open industry platform [4][6] - The company plans to expand its renewable energy business, targeting existing parking customers with services like destination charging and energy-saving solutions [6][7] Group 4: Challenges and Responses - The traditional smart hardware business saw an 18% decline in revenue in 2024, prompting the company to adapt its strategy to focus on existing market needs [4][6] - The company is actively recruiting and training talent in technology and operations to enhance its competitive edge in the smart parking sector [8][9] - AI technology is being integrated into the parking business to improve customer experience and operational efficiency [8][9]

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expectation that the company's stock will outperform the benchmark index by more than 20% over the next 6-12 months [1][6]. Core Views - The report highlights significant transformation results for the company in 2024, with innovative business growth driven by marketing service network advantages and industry data technology innovations, particularly in the "Smart + Energy-saving" parking industry [1][4]. - Despite a decline in revenue and net profit in 2024, the company is expected to achieve rapid growth in its innovative business segment, which has become a crucial growth driver [4][9]. - The report emphasizes the broad market potential of the "Smart + Energy-saving" parking industry, supported by the integration of AI technology and the push for green, low-carbon economic development in China [9]. Summary by Sections Financial Performance - In 2024, the company reported revenue of 1.579 billion RMB, a decrease of 4.01% year-on-year, and a net profit of 31 million RMB, down 72.04% year-on-year [4][8]. - For Q1 2025, the company achieved revenue of 305 million RMB, an increase of 27.52% year-on-year, and a net profit of 2 million RMB, up 110.96% year-on-year [9]. Revenue Projections - The company’s revenue is projected to be 1.86 billion RMB in 2025, 2.171 billion RMB in 2026, and 2.482 billion RMB in 2027, with corresponding net profits of 120 million RMB, 140 million RMB, and 180 million RMB respectively [6][10]. Business Segments - The company’s innovative business segment saw a total contract amount of 1.279 billion RMB in 2024, a year-on-year increase of 44%, contributing significantly to overall revenue [9]. - The innovative business accounted for 42.48% of the company's main business revenue in 2024, with a backlog of 1.584 billion RMB in unfulfilled contracts at the end of the year [9]. Market Position and Strategy - The company has established a leading sales service network across the country, with over 50 subsidiaries and joint ventures, enhancing its market penetration and customer service capabilities [9]. - The company is increasing its R&D investment, which reached 9.77% of revenue in 2024, focusing on a comprehensive range of products and applications in the parking industry [9].