Core Points - The article outlines the information disclosure management system of Shenzhen Tianyuan Dike Information Technology Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations to protect the rights of the company and its investors [1][2][3] Group 1: Information Disclosure Principles - The company must disclose all information that may significantly impact its stock price in a timely manner [5][6] - The board of directors is responsible for overseeing information disclosure, with the board secretary acting as the primary executor [2][4] - Information must be disclosed in a truthful, accurate, complete, timely, and fair manner, without misleading statements or omissions [5][6] Group 2: Reporting Requirements - The company is required to prepare and submit annual, semi-annual, and quarterly reports within specified timeframes after the end of each reporting period [12][13][14] - If there are significant changes in expected annual performance, the company must issue a profit warning within one month after the end of the accounting year [15][16] - The company must disclose temporary reports for significant events, including board resolutions and shareholder meeting decisions, within specified timeframes [17][18] Group 3: Confidentiality and Insider Information - Individuals with access to insider information must maintain confidentiality and are prohibited from trading based on such information [6][25] - The company must control the number of individuals aware of undisclosed information to minimize leaks [26][27] - Any unauthorized disclosure of insider information may lead to legal consequences for the responsible parties [25][28] Group 4: Responsibilities and Management - The board secretary is responsible for managing information disclosure and ensuring compliance with regulations [18][19] - All departments within the company must report relevant information to the board secretary for proper disclosure [53][54] - The company must establish a mechanism for inquiring about information from controlling shareholders and actual controllers [56][57]

Core Viewpoint - The report highlights Shenzhen Tianyuan Dico Information Technology Co., Ltd.'s financial performance for the first half of 2025, showcasing significant growth in revenue and net profit, driven by strategic acquisitions and operational improvements [3][27]. Financial Performance - The company's operating revenue for the first half of 2025 reached approximately 4.15 billion yuan, representing a 19.27% increase compared to the same period last year [3][27]. - The net profit attributable to shareholders was approximately 32.77 million yuan, reflecting a 25.83% increase year-on-year [3][27]. - The basic earnings per share increased by 13.96% to 0.0547 yuan [3][27]. - The net cash flow from operating activities improved significantly, increasing by 150.67% to approximately 677.22 million yuan [3][27]. Business Segments Communication Sector - The company provides IT support for telecommunications operators, focusing on customer and order management, billing, and data processing for 5G networks [14][28]. - The integration of AI technologies into products and services has been emphasized to enhance operational efficiency and service quality for telecom clients [27][28]. Financial Sector - The company serves major financial institutions, including state-owned and regional banks, offering software solutions and IT services [15][27]. - The financial IT service segment has seen stable growth, with a focus on customized software development and operational outsourcing [15][16]. Government and Enterprise Sector - The company leverages big data, cloud computing, and IoT technologies to support digital government initiatives and smart city projects [17][20]. - It has established a strong presence in the digital procurement space, providing services to central and state-owned enterprises [17][20]. Industry Trends - The telecommunications industry is experiencing a shift towards digital transformation, with operators increasingly adopting AI and cloud solutions to enhance service delivery and operational efficiency [6][7]. - The financial IT solutions market is projected to grow, driven by the demand for digital transformation and regulatory compliance within the banking sector [10][11]. - The ICT market in China is expected to expand significantly, with investments in AI and cloud computing being key growth drivers [12][27].

Core Viewpoint - Shenzhen Tianyuan Dike Information Technology Co., Ltd. reported a significant increase in revenue and net profit for the first half of 2025, driven by strategic acquisitions and a focus on digital transformation in various sectors [2][5]. Financial Performance - The company's operating revenue reached approximately 4.15 billion yuan, representing a year-on-year increase of 19.27% compared to 3.48 billion yuan in the same period last year [2][5]. - Net profit attributable to shareholders was approximately 34.88 million yuan, up 13.97% from 30.61 million yuan in the previous year [2][5]. - The net profit after deducting non-recurring gains and losses was approximately 32.77 million yuan, reflecting a 25.83% increase from 26.04 million yuan [2][5]. - The net cash flow from operating activities was approximately 677.22 million yuan, a substantial increase of 150.67% from 270.16 million yuan [2][5]. - Basic earnings per share were 0.0547 yuan, up 13.96% from 0.0480 yuan [2][5]. Business Segments Communication Business Segment - The company aligned its business framework with the digital transformation needs of telecom operators, focusing on AI integration across products and solutions [6][7]. - Revenue from the communication sector was approximately 227.03 million yuan, a decrease of 13.67% year-on-year, attributed to reduced capital expenditures by major telecom operators [8][9]. Financial Business Segment - In the financial IT services sector, the company faced challenges due to budget constraints from large banks, leading to a decline in revenue to approximately 330.46 million yuan, down 11.20% from the previous year [9][10]. - The company is actively expanding its market share among mid-sized banks and exploring new business opportunities through innovative product offerings [9][10]. Government Business Segment - The company focused on government sectors such as justice, construction, and urban management, enhancing its AI and digital capabilities to meet emerging demands [10][11]. - The digital procurement business maintained a leading market share among central enterprises, with new product launches aimed at improving operational efficiency [11][12]. R&D and Innovation - The company continued to invest in R&D, developing a series of AI products and applications, including anti-fraud solutions and digital employee products [13][14]. - The AI product line has seen rapid growth, with applications in various sectors, including telecommunications and e-commerce [13][14]. Talent Development and Management - The company emphasized talent cultivation and management efficiency, aiming to enhance operational collaboration and standardization across departments [14].

证券代码：300047 证券简称：天源迪科 公告编号：2025-37 深圳天源迪科信息技术股份有限公司 一、审议通过《2025 年半年度报告及摘要》 表决结果：同意 6 票，反对 0 票，弃权 0 票。 经审议，董事会认为公司编制的《2025年半年度报告及摘要》符合法律、行 政法规和中国证监会的规定，报告内容真实、准确、完整地反映了公司2025年半 年度的经营情况，不存在虚假记载、误导性陈述或者重大遗漏。 《2025年半年度报告》及《2025年半年度报告摘要》详见证监会指定信息披 露网站巨潮资讯网（www.cninfo.com.cn），《2025年半年度报告摘要》同日刊 登于《证券时报》。 二、审议通过《关于修订 <公司章程> 的议案》 表决结果：同意6票，反对0票，弃权0票。 为全面贯彻落实最新法律法规和监管规定要求，进一步规范公司运作机制， 持续提升公司治理水平，根据《公司法》《上市公司章程指引》《深圳证券交易 所创业板股票上市规则》《深圳证券交易所上市公司自律监管指引第2号——创 业板上市公司规范运作》等相关法律法规、规范性文件的要求，同意公司董事会 审计委员会行使《公司法》规定的监事会的职权，《监事会 ...

证券代码：300047 证券简称：天源迪科 公告编号：2025-42 三次会议审议通过，本次会议召开符合有关法律、行政法规、部门规章、规范性 文件和公司章程的规定。 现场会议召开时间：2025年8月27日（星期三）下午14:30 网络投票时间：2025年8月27日（星期三） （1）通过深圳证券交易所交易系统进行网络投票的时间为2025年8月27日 上午9:15-9:25，上午9:30-11:30，下午13:00-15:00。 （2）通过深圳证券交易所互联网系统投票的具体时间为2025年8月27日上 午9:15至下午15:00期间的任意时间。 深圳天源迪科信息技术股份有限公司 本公司及董事会全体成员保证公告内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 深圳天源迪科信息技术股份有限公司（以下简称"公司"）拟于2025年8月 投票相结合的方式召开。本次股东大会的召开符合法律、行政法规、部门规章、 规范性文件和公司章程的相关规定。现就有关事项通知如下： 一、召开会议的基本情况 （1）截至2025年8月19日（星期二）下午收市时，在中国证券登记结算有 限责任公司深圳分公司登记在册的本公司全体股东。上述本 ...

Core Points - The article outlines the independent director working system of Shenzhen Tianyuan Dike Information Technology Co., Ltd, aimed at enhancing corporate governance and protecting the interests of minority shareholders [1][2][3] Summary by Sections General Principles - The system is established to improve the governance structure and enhance the supervision of non-independent directors and management [1] - Independent directors must perform their duties independently and without influence from major shareholders or related parties [2] - They have a duty of loyalty and diligence towards the company and all shareholders, particularly focusing on protecting the rights of minority shareholders [1][2] Qualifications for Appointment - Independent directors must meet specific qualifications, including legal and regulatory requirements, independence, and relevant experience [5] - They should not hold positions in more than three domestic listed companies to ensure they have sufficient time to fulfill their responsibilities [5] - The board must maintain a minimum of one-third independent directors, including at least one accounting professional [5][6] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [9] - Candidates must provide consent and disclose their qualifications and any potential conflicts of interest before nomination [10] Rights and Responsibilities - Independent directors are expected to participate in decision-making, supervise potential conflicts of interest, and provide professional advice to enhance board decisions [15][16] - They have the authority to hire external consultants for audits or consultations and can propose meetings to address significant issues [16][17] Communication and Support - The company must facilitate communication between independent directors and minority shareholders, ensuring directors have access to necessary information and resources [13][14] - Independent directors are required to submit annual reports detailing their activities and interactions with shareholders [29] Compliance and Reporting - Independent directors must report any obstacles encountered while performing their duties and can escalate issues to regulatory bodies if necessary [14][9] - The company is responsible for ensuring compliance with the independent director system and must disclose relevant information in a timely manner [14][9]

Core Points - The document outlines the external guarantee management system of Shenzhen Tianyuan Dike Information Technology Co., Ltd, aiming to protect investors' interests and control external guarantee risks [1][2]. Group 1: General Principles - The external guarantee system is established to ensure asset safety and promote stable development in accordance with relevant laws and regulations [1]. - The system applies to the company and its wholly-owned and controlling subsidiaries [1]. - External guarantees must adhere to principles of equality, voluntariness, integrity, and mutual benefit, rejecting any coercive guarantees [2]. Group 2: Guarantee Management - The company is responsible for unified management of external guarantees, prohibiting branches from providing guarantees without proper approval [2]. - The board of directors must carefully assess and control the debt risks associated with guarantees, with directors liable for any losses from improper guarantees [2][3]. - Guarantees should generally require counter-guarantees from the other party, who must have the actual capacity to bear the risk [2]. Group 3: Approval Process - The company must conduct thorough due diligence on the credit status of the guarantee applicant, including financial condition and industry outlook [3][4]. - The board may hire external professionals to evaluate risks associated with guarantees before making decisions [3][4]. - Guarantees exceeding certain thresholds, such as 50% of the company's latest audited net assets, require board or shareholder approval [5][6]. Group 4: Contractual Obligations - Written guarantee contracts must be established, signed by authorized representatives, and must not exceed the scope of authority granted by the board or shareholders [6][7]. - Contracts must clearly define terms and comply with legal requirements, ensuring that any mandatory clauses do not expose the company to unforeseen risks [7][8]. Group 5: Risk Management - The finance department is responsible for managing guarantee contracts, ensuring proper documentation and timely monitoring of repayment obligations [8][9]. - The company must continuously monitor the financial status of guaranteed parties and take action if significant risks are identified [9][10]. - In cases of default, the company should initiate counter-guarantee recovery procedures promptly [9][10]. Group 6: Information Disclosure - The company is obligated to disclose external guarantee information in accordance with relevant regulations, including total guarantee amounts and their relation to the company's net assets [10][11]. - If a subsidiary provides guarantees, the company must disclose this information after the subsidiary has completed its approval process [12][13]. Group 7: Responsibilities - The board of directors is responsible for assessing losses and risks associated with guarantees and may impose penalties on responsible parties for violations [13]. - Individuals who exceed their authority in signing guarantee contracts or fail to follow procedures may face disciplinary actions [13].

Core Points - The company has established a financial assistance management system to regulate its external financial assistance activities and mitigate financial risks [1][2] - The financial assistance is defined as the provision of funds or entrusted loans to subsidiaries that are more than 50% owned by the company [1][2] - The company emphasizes the protection of shareholders' rights and requires that financial assistance be provided on an equal and voluntary basis, with the recipient providing guarantees [2][3] Summary by Sections General Principles - The financial assistance system aims to ensure compliance with relevant laws and regulations, including the Securities Law and Shenzhen Stock Exchange rules [1] - Financial assistance can only be provided to subsidiaries that are more than 50% owned and do not have the company's controlling shareholders or related parties among their other shareholders [1][2] Approval Authority and Procedures - Financial assistance must be approved by at least two-thirds of the attending board members [2][3] - Certain conditions, such as an asset-liability ratio exceeding 70% or assistance exceeding 10% of the company's net assets, require additional approval from the shareholders' meeting [2][3] Operational Procedures - The finance department is responsible for assessing the financial health and risks of the recipient company before providing assistance [4][5] - A detailed application report must be submitted by the requesting unit, including financial indicators and repayment plans [5][6] Information Disclosure - The company must disclose financial assistance matters to the Shenzhen Stock Exchange, including the nature of the assistance, recipient details, and risk mitigation measures [6][7] - Any changes in the repayment ability of the recipient must be reported promptly [7][8] Penalties - Violations of the financial assistance regulations may result in economic liability for responsible personnel, and severe cases may be referred to judicial authorities [8]

第三条 董事会审计委员会根据《公司章程》和本工作细则规定的职责范围履 行职责，独立工作，不受公司其他部门干涉。 第二章 审计委员会组成 第四条 审计委员会成员为3名，为不在公司担任高级管理人员的董事，其中独 立董事2名，，由独立董事中会计专业人士担任召集人。 第五条 审计委员会成员提名由董事长或者二分之一以上独立董事推荐或者全 体董事的三分之一以上推荐产生。 第六条 审计委员会成员设召集人一名，负责主持委员会工作；召集人在委员 内协商，并报请董事长批准产生。 深圳天源迪科信息技术股份有限公司 董事会审计委员会工作细则 第一章 总 则 第一条 为强化公司董事会决策功能，实现对公司财务收支和各项经营活动的 有效监督，完善公司法人治理制度，根据《公司法》、《公司章程》、《上市公司 治理准则》、《上市公司独立董事管理办法》及其他有关规定，特制定本工作细则。 第二条 董事会审计委员会所作决议，必须遵守《公司章程》、本工作制度及 其他有关法律、法规和规范性文件的规定。 第十条 审计委员会委员任期与同届董事会董事的任期一致，连选可以连任。 委员任期届满前，除非出现《公司法》、公司章程或本议事规则规定不得任职的情 形，不得被 ...

Core Points - The document outlines the fundraising management measures of Shenzhen Tianyuan Dike Information Technology Co., Ltd, aiming to regulate the use of raised funds and improve efficiency [1] - The company is required to comply with relevant laws and regulations, ensuring that the feasibility of investment projects is scientifically analyzed and decisions are made prudently [1][2] - The board of directors is responsible for establishing and implementing the fundraising management measures, ensuring compliance by subsidiaries and controlled entities [1][2] Fundraising Account Management - Upon receiving the raised funds, the company must promptly complete verification procedures and store the funds in a special account approved by the board [2][3] - The number of special accounts should not exceed the number of fundraising projects, and separate accounts must be set up for multiple financing rounds [2][3] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being in place [2][3] Fund Usage - The company must use the raised funds prudently, ensuring alignment with the commitments made in the prospectus and not changing the intended use without proper procedures [4][5] - Funds cannot be used for high-risk investments or financial investments such as entrusted loans or securities trading [4][5] - Temporary idle funds can be managed through cash management, but only in safe, liquid products and must be approved by the board [4][5] Fund Management and Supervision - The board must conduct a comprehensive review of the fundraising projects at the end of each fiscal year and disclose any significant discrepancies in fund usage [6][7] - The internal audit department is required to check the management of raised funds quarterly and report findings to the audit committee [16][19] - Any irregularities in fund management must be reported to the Shenzhen Stock Exchange within two trading days [16][19] Changes in Fund Usage - Any changes in the use of raised funds, including project cancellations or changes in investment direction, must be approved by the board and disclosed [14][15] - The company must ensure that any new investment projects are thoroughly analyzed for feasibility and profitability [28][29] - If surplus funds are to be used for other purposes, specific thresholds must be met for board and shareholder approval [15][19]