北京市汉坤（深圳）律师事务所 关于 广东德生科技股份有限公司 2024 年年度股东大会的 法律意见书 汉坤（证）字[2025]第 33874-1-O-1 号 中国广东省深圳市福田区中心四路 1-1 号嘉里建设广场第三座 20 层 518048 电话：(86 755) 3680 6500；传真：(86 755) 3680 6599 北京 上海 深圳 香港 海口 武汉 新加坡 纽约 www.hankunlaw.com 北京市汉坤（深圳）律师事务所 法律意见书 北京市汉坤（深圳）律师事务所 关于广东德生科技股份有限公司 2024 年年度股东大会的法律意见书 汉坤（证）字[2025]第 33874-1-O-1 号 致：广东德生科技股份有限公司 广东德生科技股份有限公司（以下简称"公司"）2024 年年度股东大会（以 下简称"本次股东大会"）采取现场投票与网络投票相结合的方式召开，其中现场 会议于 2025 年 5 月 16 日 14:00 在广东省广州市天河区软件路 15 号二楼公司会议 室召开。北京市汉坤（深圳）律师事务所（以下简称"本所"）接受公司聘任，指 派本所律师对本次股东大会进行见证，并根据《中华人民共和国 ...

Summary of Key Points Core Viewpoint - The announcement details the lifting of the lock-up period for 38,024,000 shares of Guangdong Desheng Technology Co., Ltd., which represents 8.81% of the company's total share capital, scheduled for May 14, 2025 [1][7]. Group 1: Basic Information on the Lifting of Lock-up Shares - The shares were issued to the controlling shareholder, Mr. Guo Xiaobin, at a price of RMB 10.42 per share, with the initial issuance of 19,400,000 shares approved by the China Securities Regulatory Commission [1][8]. - Following the 2021 and 2022 annual profit distribution plans, the number of shares increased to 27,160,000 and then to 38,024,000 respectively [2][9]. Group 2: Listing and Circulation Arrangements - The lifting of the lock-up period will allow the shares to be listed and circulated starting May 14, 2025 [3][12]. - The total number of shares to be released from lock-up is 38,024,000, with one shareholder, Mr. Guo Xiaobin, holding these shares [3][12]. Group 3: Shareholder Commitments and Compliance - Mr. Guo Xiaobin has made commitments regarding the non-use of company funds for non-operational purposes, and there are no violations regarding guarantees that could harm the company's interests [4][13]. - The sponsor institution, Guotai Junan Securities Co., Ltd., has confirmed that the lifting of the lock-up period complies with relevant regulations and that the information disclosed by the company is accurate and complete [5][13].

证券代码：002908 证券简称：德生科技 公告编号：2025-017 广东德生科技股份有限公司 关于非公开发行限售股份解除限售的提示性公告 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、误导性陈述或重大遗漏。 特别提示： 1、广东德生科技股份有限公司（以下简称"公司"）本次可解除限售的股 份数量为 38,024,000 股，占公司目前总股本 431,432,088 股的 8.81%； 2、本次解除限售股份的上市流通日期：2025 年 5 月 14 日(星期三）。 经中国证券监督管理委员会《关于核准广东德生科技股份有限公司非公开发 行股票的批复》（证监许可[2021]1174号）核准，公司向控股股东、实际控制人 虢晓彬先生非公开发行人民币普通股（A股）19,400,000股股份（以下简称"本 次发行"），发行价格为人民币10.42元/股，并于2022年4月28日在深圳证券交 易所上市，前述股份限售期为自上市之日起36个月。 （二）本次限售股形成后至今股份数量变化情况 1、2022 年 5 月 25 日，公司实施了 2021 年度权益分派方案，以资本公积金 向全体股东每 10 股转增 ...

国泰海通证券股份有限公司（以下简称"国泰海通"、"保荐机构"）作为广东德生 科技股份有限公司（以下简称"德生科技"、"公司"）持续督导的保荐机构，根据《证 券发行上市保荐业务管理办法》《深圳证券交易所股票上市规则》《深圳证券交易所上市 公司自律监管指引第 1 号——主板上市公司规范运作》《深圳证券交易所上市公司自律 监管指引第 13 号——保荐业务》等有关规定，对公司非公开发行限售股份解除限售事项 进行核查，具体情况如下： 国泰海通证券股份有限公司 关于广东德生科技股份有限公司 非公开发行限售股份解除限售的核查意见 一、本次解除限售股份的基本情况 （一）本次解除限售股份取得的基本情况 经中国证券监督管理委员会《关于核准广东德生科技股份有限公司非公开发行股票 的批复》（证监许可[2021]1174 号）核准，公司向控股股东、实际控制人虢晓彬先生非公 开发行人民币普通股（A 股）19,400,000 股股份（以下简称"本次发行"），发行价格为 人民币 10.42 元/股，并于 2022 年 4 月 28 日在深圳证券交易所上市，前述股份限售期为 自上市之日起 36 个月。 （二）本次限售股形成后至今股份数量变化情 ...

Group 1: Company Operations and Services - The company has developed a C-end operational service system utilizing AI technology, achieving significant progress in employment, medical, and government service scenarios [2][3]. - In the employment sector, the company has created a flexible employment service brand, establishing a "15-minute employment service circle" in parts of Guangdong Province, with plans for expansion in Guangxi [2]. - The medical service "no-sense payment" model has been integrated into nearly 100 medical institutions in Guangzhou, with over 200,000 signed users and a weekly active user count exceeding 60,000 for the "convenient medical payment" mini-program [3]. Group 2: Competitive Advantages - The company has established a comprehensive digital public employment service system in Hubei Province, with plans to replicate this model in other provinces [4]. - Competitive advantages include government resource reliance for G-end services, focusing on key demographics such as blue-collar workers and veterans for C-end services, and providing labor consulting and training for B-end services [4]. Group 3: Financial Performance - In Q1 2025, the company reported revenue of 132.31 million yuan and a net profit of 6.51 million yuan, with a gross margin of 46.33%, reflecting a year-on-year increase of 7.22% [6][7]. - The company anticipates stable growth in the issuance of the third-generation social security cards, participating in nearly 170 cities, maintaining a leading market share [5]. Group 4: Research and Development - The company has over 400 R&D personnel and has recruited more than 30 high-level AI technology talents, with R&D expenditure accounting for 11.69% of revenue [7]. Group 5: Shareholder Returns - The company plans to distribute a cash dividend of 0.5 yuan per 10 shares to shareholders for the 2024 fiscal year, with intentions to enhance shareholder returns in the future [8]. Group 6: Accounts Receivable Management - The company has implemented strict internal policies for accounts receivable management, maintaining positive cash flow from operating activities since 2022, with a focus on preserving cash flow [8].

Company Overview - De Sheng Technology closed at 9.65 yuan, up 2.55%, with a rolling PE ratio of 207.94 times and a total market value of 4.163 billion yuan [1] - The company operates in the software development industry, which has an average PE ratio of 116.83 times and a median of 82.67 times, placing De Sheng Technology at the 169th position in the industry ranking [1][2] - As of Q1 2025, there is one institutional holder of De Sheng Technology, with a total holding of 1.4134 million shares valued at 0.013 billion yuan [1] Business Operations - De Sheng Technology focuses on building a resident service card system and data product system for urban areas, covering social security card issuance, application, and various smart social security services [1] - The company has expanded its services to over 150 prefecture-level cities in China, achieving a coverage rate of over 50% in all prefecture-level cities nationwide [1] Financial Performance - In Q1 2025, De Sheng Technology reported an operating income of 132 million yuan, a year-on-year decrease of 12.75%, and a net profit of 6.5113 million yuan, down 5.19% year-on-year, with a gross profit margin of 46.33% [1]

Core Viewpoint - The company reported a decline in revenue and net profit for 2024 and Q1 2025, but maintains a strong cash flow to support business transformation [1] Financial Performance - In 2024, the company achieved revenue of 658 million yuan, a year-on-year decrease of 21.93%, and a net profit of 20.38 million yuan, down 72.13% [1] - For Q1 2025, revenue was 132 million yuan, a decline of 12.75%, with a net profit of 6.51 million yuan, down 5.19% [1] - The company’s gross margin remained stable, and absolute values of three major expenses (sales, management, R&D) decreased year-on-year [1] Business Transformation - The company is extending its social security card services into areas such as employment, medical services, and government services, aligning with national policies promoting consumer services [1] - The company is focusing on internal cost reduction and efficiency improvements, although the conversion of expenses into performance has been low [1] Social Security Card Services - The decline in the core social security card service is attributed to a shift in government strategy from rapid issuance to a service-driven approach [2] - As of the end of 2024, the number of holders of the third-generation social security card exceeded 500 million, with nearly 900 million cards remaining to be issued [2] Employment Services - The company differentiates itself from traditional HR firms by focusing on government resources and providing services to specific demographics such as blue-collar workers and veterans [3] - The company aims to increase its revenue from human resources operations and big data services, which are expected to contribute over 50% of total revenue in the future [3] Data Element Business - The company won a bid for the operation of the Guangzhou Data Exchange service area and received the first global ISO 55013 certification for data asset management [4] - The company plans to integrate data resources and participate in public data governance, aiming to unlock the value of data elements [4] Mergers and Acquisitions - The company is actively looking for market acquisition opportunities and has previously acquired an internet HR company [4] - Future acquisitions will focus on business synergy and enhancing regional service capabilities, as well as improving R&D strength in AI and data resource utilization [4]

Group 1: Company Performance Overview - The company experienced a decline in operating performance in 2024 and Q1 2025, but maintained a positive net cash flow exceeding 100 million, laying a solid foundation for business transformation [2][3] - The gross profit margin remained stable in 2024, while absolute values of three major expenses (sales, management, R&D) decreased year-on-year, although the efficiency of converting expenses into performance was low [3] - In Q1 2025, the decline in performance narrowed, showing signs of recovery [3] Group 2: Business Strategy and Market Position - The company has built an operational service system in the human resources sector, extending from government (G-end) to consumer (C-end) services, aligning with national policies promoting consumer services [2][3] - The company’s core business, social security card services, had over 500 million cardholders by the end of 2024, with a remaining issuance space of nearly 900 million [4] - The company differentiates itself from competitors by leveraging government resources for public employment service projects and focusing on key demographics such as blue-collar workers and veterans [4] Group 3: Future Growth and Development - The company plans to expand its data asset management capabilities and has received the first global ISO 55013 certification for data asset management [5] - The company is cautious about potential mergers and acquisitions, focusing on business synergy and technology enhancement to improve operational efficiency [6][7] - The "Human Resources Operation and Big Data Services" segment is expected to regain strength, potentially accounting for over 50% of the company's revenue in the future [7]

Group 1: Financial Performance - In 2024, the company's total revenue decreased by 21.93% to 658 million yuan, and net profit attributable to shareholders fell by 72.13% to 20.38 million yuan [2] - Despite the decline in overall revenue, the company's AI-driven innovative business revenue is steadily increasing, leading to a recovery in gross margin to 46.33% in Q1 2025 [2] - The net profit attributable to shareholders after deducting non-recurring items increased by 11.10% year-on-year in Q1 2025, indicating positive signals of business structure optimization [2] Group 2: Market Position and Services - The company is a leading player in the third-generation social security card service sector, actively participating in the issuance of social security cards in nearly 170 cities, maintaining a leading market share [2] - The company has developed an "AI Employment Counselor" system, creating a service matrix that includes a gig market system, WeChat mini-program, and employment map, enhancing service efficiency and user experience [3] - The company has achieved a "15-minute employment service circle" in certain areas of Guangdong Province, promoting a shift from extensive coverage to refined operations in public employment services [3] Group 3: Technological Innovations and Collaborations - The company has established a "Credit Medical" system in collaboration with China UnionPay, connecting nearly 100 top-tier hospitals in Guangzhou, with over 2 million signed users [3] - In the smart government sector, the company has built a vertical large model platform that integrates with mainstream models, enhancing operational efficiency in government services [3] - The company has won the world's first ISO 55013 certification for data asset management, indicating its capabilities in data asset management have reached an internationally leading level [4] Group 4: Data Resource Management - The company is positioned to leverage its advantages in public data resource governance as the national public data resource platform is officially launched [4] - The company aims to fully release the value of data elements through its participation in local public data resource governance [4]

智通财经APP获悉，4月28日共有27家上市公司的限售股解禁，解禁总市值约317亿元。 今日具体限售解禁股情况如下： | 股票简称 | 股票代码 | 限售股类型 | 解禁股数 | | --- | --- | --- | --- | | 时代新材 | 600458 | 股权激励限售流通 | 649.44万 | | 中航沈飞 | 600760 | 股权激励限售流通 | 361.77万 | | 中钢天源 | 002057 | 股权激励限售流通 | 424.38万 | | 万讯自控 | 300112 | 股权激励限售流通 | 171.15万 | | 新研股份 | 300159 | 股权激励限售流通 | 540万 | | 吉鑫科技 | 601218 | 股权激励限售流通 | 54.63万 | | 凯龙股份 | 002783 | 股权激励限售流通 | 9.74万 | | 东方精工 | 002611 | 股权激励限售流通 | 88万 | | 星帅尔 | 002860 | 股权激励限售流通 | 30.2万 | | 星光农机 | 603789 | 股权激励限售流通 | 513.57万 | | 口子窖 | 603589 | 股权 ...