Group 1 - The military information technology sector experienced a decline of 2.16%, ranking among the top declines in concept sectors, with *ST Aowei hitting the limit down [1] - Among the military information technology stocks, notable declines included Guobo Electronics and *ST Tianwei, while Tianjian Technology, Aerospace Electronics, and Sichuan Jiuzhou saw increases of 10.00%, 6.14%, and 4.66% respectively [1][2] - The military information technology sector faced a net outflow of 2.735 billion yuan from main funds, with 74 stocks experiencing outflows, and 13 stocks seeing outflows exceeding 100 million yuan [2] Group 2 - The top net outflow stocks in the military information technology sector included Leike Defense with a net outflow of 237 million yuan, followed by Dongtu Technology and Shanghai Hanhua with outflows of 231 million yuan and 206 million yuan respectively [2][3] - Conversely, the stocks with the highest net inflows included Aerospace Electronics, Sichuan Jiuzhou, and Jiexun Feihong, with inflows of 589 million yuan, 36.58 million yuan, and 26.14 million yuan respectively [5]

Core Points - The company has completed the second vesting period of its 2023 restricted stock incentive plan, with 646,096 shares allocated to 6 incentive recipients [1][10][16] - The shares will not be tradable for 3 months after the vesting registration is completed, and the company will apply for the lifting of restrictions after this period [2][6][21] - The incentive plan aims to motivate middle management and key technical/business personnel, with a total of 1,405,000 shares granted, representing 2.37% of the company's total equity [3][10][18] Summary by Sections Incentive Plan Overview - The 2023 restricted stock incentive plan is designed for middle management and key personnel, excluding independent directors and major shareholders [3][4] - The plan has a maximum duration of 39 months, with vesting conditions based on company performance [4][5] Vesting Conditions - The second vesting period allows for 50% of the granted shares to vest if the company meets specific performance targets, including a net profit growth of at least 30% in 2024 compared to 2022 [6][11][14] - The company has confirmed that it has not encountered any disqualifying events that would prevent the vesting of shares [11][12][13] Performance Assessment - The performance assessment includes both company-level and individual-level evaluations, with specific criteria for each [7][15] - A total of 12 recipients did not meet individual performance criteria, resulting in 620,000 shares being forfeited [19][20] Financial Impact - Following the vesting, the company's total share capital will increase from 593,718,564 shares to 594,364,660 shares, which may dilute earnings per share but will not significantly impact financial status or operational results [21][22] - The funds raised from the stock subscription will be used to supplement the company's working capital [20] Legal and Compliance - The company has adhered to all necessary approval processes for the incentive plan, including adjustments to the grant price and the forfeiture of unvested shares [22] - Legal opinions confirm that the plan's implementation complies with relevant regulations and internal governance [22]

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。 重要内容提示： 1、本次归属股票上市日：2025 年 5 月 14 日（上市后暂不流通） 证券代码：300213 证券简称：佳讯飞鸿 公告编号：2025-025 北京佳讯飞鸿电气股份有限公司 关于 2023 年限制性股票激励计划第二个归属期 归属结果但股票暂不上市流通的公告（定向增发） 2、北京佳讯飞鸿电气股份有限公司（以下简称"公司"）于 2025 年 4 月 24 日召开第六届董事会第十二次会议及第六届监事会第十二次会议，审议通过了 《关于 2023 年限制性股票激励计划第二个归属期归属条件成就的议案》。其中， 107 名激励对象可归属的 565.6404 万股第二类限制性股票股票来源为公司从二 级市场回购的本公司 A 股普通股；6 名激励对象可归属的 64.6096 万股第二类限 制性股票股票来源向激励对象定向发行的公司 A 股普通股（因有 1 名激励对象 的股份来源于回购股份及定增股份两部分，因此来源为回购股份的人数为 107 人， 来源为定增股份的人数为 6 人，与符合本次第二类限制性股票归属条件的激励 ...

Financial Performance - The company achieved an operating income of 115,372.44 million yuan, representing a year-on-year growth of 2.70% [4] - The net profit attributable to shareholders was 7,415.31 million yuan, with a year-on-year increase of 10.52% [4] - The net cash flow from operating activities reached 5,855.56 million yuan, showing a significant year-on-year growth of 19.17% [4] Strategic Focus - 2025 is designated as the "Year of Digital Leap," emphasizing innovation-driven and high-quality development [3] - The company aims to deepen its "Artificial Intelligence +" strategic layout, enhancing technological research and development capabilities [3] - Focus areas include empowering traditional industries like rail transportation and defense, while expanding into emerging sectors such as civil aviation and finance [3] Market Expansion - The company plans to collaborate with H Company to develop high-security, high-reliability smart products for vertical industries [7] - Significant progress in international market expansion, with successful bids for major overseas railway projects in Mexico, Malaysia, and Guinea [9] - The company is actively pursuing new railway projects in Southeast Asia, following the Belt and Road Initiative [9] AI and Technology Development - The company is advancing AI applications in rail transportation, focusing on smart scheduling, security, and operations [12] - Successful bid for a project involving a data intelligence analysis system driven by large language models, with a contract amount nearing 10 million yuan [10] - Development of an AIoT platform for real-time disaster warning in the railway sector, integrating advanced video and deep learning technologies [12] Shareholder Returns - The company plans to distribute cash dividends to shareholders, with a total cash dividend amounting to nearly 6,700 million yuan, accounting for 90% of the net profit attributable to shareholders [14]

Investment Rating - The investment rating for the company is "Buy" [8] Core Insights - The company reported a revenue of 1.154 billion yuan for 2024, a year-on-year increase of 2.70%, and a net profit attributable to shareholders of 74.15 million yuan, up 10.52% year-on-year. However, in Q1 2025, the company experienced a revenue decline of 32.09% year-on-year, resulting in a net loss of 25.53 million yuan due to seasonal factors and order execution cycles [1][6] - The transportation sector saw a revenue of 701 million yuan in 2024, accounting for 61% of total revenue, with a year-on-year growth of 5.68% and a gross margin of 55.63%, up 9.2 percentage points. The total fixed asset investment in railways increased by 11.3% year-on-year, reaching a historical high [2] - The government and defense market faced pressure, with revenue declining by 32.49% year-on-year to 194 million yuan, while the financial and other sectors saw a significant increase of 49.47% year-on-year to 259 million yuan. The company is expanding into emerging markets, including smart civil aviation and digital energy [3] - The Ministry of Industry and Information Technology is steadily advancing 5G-R, with successful product validation for the next phase of field testing [4] - The company has won several significant AI application projects in the railway sector, indicating a strong market potential for AI integration [5] - Profit forecasts for the company indicate net profits of 83 million yuan, 108 million yuan, and 147 million yuan for 2025, 2026, and 2027 respectively, with corresponding P/E ratios of 58, 45, and 33 [6]

Investment Rating - The investment rating for the company is "Buy" [8] Core Views - The company reported a revenue of 1.154 billion yuan for 2024, a year-on-year increase of 2.70%, and a net profit attributable to shareholders of 74.15 million yuan, up 10.52% year-on-year. However, in Q4 2024, revenue decreased by 6.83% year-on-year to 417 million yuan, while net profit increased by 9.71% to 37.4 million yuan. In Q1 2025, revenue dropped by 32.09% year-on-year to 117 million yuan, resulting in a net loss of 25.53 million yuan due to seasonal factors and order execution cycles [1][6] Summary by Sections Transportation Sector - In 2024, the company's revenue from the transportation sector reached 701 million yuan, accounting for 61% of total revenue, with a year-on-year increase of 5.68% and a gross margin of 55.63%, up 9.2 percentage points. The total fixed asset investment in railways increased by 11.3% year-on-year, reaching a historical high. The China National Railway Group plans to put into operation 2,600 kilometers of new lines in 2025, a 160% increase compared to 2024. The company made significant progress in international market expansion, winning multiple overseas railway projects worth millions [2] Government and Defense Market - Revenue from the government and defense market was 194 million yuan in 2024, a year-on-year decrease of 32.49%. In contrast, revenue from the financial and other sectors increased by 49.47% to 259 million yuan. The overall revenue decline was attributed to short-term market pressures in the domestic government and defense sectors. However, with ongoing government debt resolution and personnel adjustments in defense, stability is expected in the future. The company is also expanding its core capabilities into emerging fields such as smart civil aviation, digital energy, and intelligent finance, successfully cultivating multiple growth points and diversifying its revenue structure [3] 5G-R Development - The Ministry of Industry and Information Technology is steadily advancing the 5G-R initiative, with the company successfully passing the 5G-R circular track test, laying a solid foundation for subsequent field testing. In April 2025, the Ministry approved the 5G-R field test frequency, which will accelerate the implementation of 5G-R under high-speed and heavy-load conditions [4] AI and Railway Integration - The digital transformation of the railway industry presents significant market opportunities for the company. In 2024, the company won several multi-million yuan AI application projects, including a data intelligence analysis system based on AI language models and a centralized management cloud platform for video monitoring. In February 2025, the company collaborated with Huawei to complete the full-stack localization deployment of the DeepSeek model, creating intelligent solutions for the railway industry [5] Profit Forecast and Valuation - The company's transportation business remains stable, but there is uncertainty regarding revenue and orders in the government and defense sectors. The forecast for net profit attributable to shareholders for 2025-2027 is 83 million, 108 million, and 147 million yuan, respectively, representing year-on-year growth of 11%, 31%, and 36%. The corresponding P/E ratios for these years are projected to be 58, 45, and 33 times [6]

Core Viewpoint - The company is implementing a digital intelligence development strategy, deeply integrating new productivity into key industries such as transportation, national defense, and government, with stable overall operations expected in 2024. Significant progress has been made in expanding the international market for rail transportation, winning multiple overseas railway projects worth tens of millions in Mexico, Malaysia, and Guinea. Although the implementation pace of some projects may delay revenue recognition in Q1 2025, the company has sufficient orders on hand to support annual performance. 2025 is designated as the "Year of Digital Intelligence Leap," with the company actively developing an "AI+" industry solution matrix in collaboration with Huawei, based on the Ascend computing cluster FusionCubeA3000 [1][2][5][6]. Financial Performance - In 2024, the company reported an operating income of 1.154 billion yuan, a year-on-year increase of 2.70%, and a net profit attributable to shareholders of 74 million yuan, up 10.52% year-on-year. The comprehensive gross profit margin for 2024 was 42.91%, an increase of 2.93 percentage points compared to the previous year [2][3]. - For Q1 2025, the company reported an operating income of 117 million yuan, a year-on-year decrease of 32.09%, and a net loss attributable to shareholders of 25.53 million yuan, compared to a loss of 6.22 million yuan in the same period last year. The gross profit margin for Q1 2025 was 43.20%, an increase of 4.59 percentage points year-on-year [4]. Industry Segmentation - In 2024, revenue from the transportation sector was 701 million yuan, a year-on-year increase of 5.68%, with a gross profit margin of 55.63%, up 9.20 percentage points. Revenue from the government and defense sector was 194 million yuan, down 32.49%, with a gross profit margin of 35.38%, down 4.04 percentage points. Revenue from the financial and other sectors was 259 million yuan, a year-on-year increase of 49.47%, with a gross profit margin of 14.18%, down 2.11 percentage points [3]. Order Status - The company has a sufficient order backlog, with total orders reaching 810 million yuan by the end of Q1 2025, an increase of 120 million yuan from the previous year. The revenue decline in Q1 2025 was attributed to the delayed implementation of some projects, which affected revenue recognition timing. The impact is considered a seasonal short-term fluctuation, with normal business operations continuing [4]. Strategic Initiatives - The company is enhancing its digital intelligence strategy, focusing on traditional industries such as rail transportation and national defense while accelerating expansion into emerging sectors like civil aviation and finance. The collaboration with Huawei aims to develop an "AI+" industry solution matrix, including significant upgrades to key products such as the "Feihong Cloud" platform and the intelligent knowledge Q&A assistant for rail transportation [7][8]. - The company is actively advancing the 5G-R initiative, having received approval from the Ministry of Industry and Information Technology for field trial frequencies. This initiative aims to upgrade existing railway wireless communication systems and establish a leading position in the 5G-R application [8]. Market Opportunities - The company is seizing opportunities in the civil aviation sector, focusing on domestic brand replacement and exploring low-altitude economic industries. In 2023, it established Beijing Jiexun Zhihang Technology Co., Ltd. to enhance its presence in the civil aviation air traffic control market. The civil aviation business is expected to benefit from domestic replacement opportunities and the development of low-altitude economic industries [9].

北京佳讯飞鸿电气股份有限公司 独立董事2024年度述职报告 （陈刚） 本人作为北京佳讯飞鸿电气股份有限公司（以下简称"公司"）的独立董事，根据 《公司法》《证券法》《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》《公司章程》《独立董事工作制度》等有关法律、法规、规章的规定和 要求，做到诚实、勤勉、独立的履行职责，积极出席相关会议，认真审议董事会各项议 案，较好地发挥了独立董事及专业委员的作用。现就本人2024年度履职情况汇报如下： 一、独立董事的基本情况 陈刚，1964年出生，男，中国国籍，无境外永久居留权，管理学硕士，注册税务师， 中央财经大学会计学院教授及其中国管理会计研究与发展中心副主任。历任北京中惠会 计师事务所常务副所长，北京国家税务局稽查局会计顾问，兰州经济技术开发区副主任， 曾兼任新华网股份有限公司、北京佳讯飞鸿电气股份有限公司、舍得酒业股份有限公司、 北京科锐配电自动化股份有限公司、引力传媒股份有限公司独立董事。现任公司、爱美客 技术发展股份有限公司、石家庄以岭药业股份有限公司独立董事。 报告期内，本人任职符合法律法规和规范性文件等规定的独立性要求，不存在影响独 立性的 ...

北京佳讯飞鸿电气股份有限公司 募集资金使用管理办法 2025 年 4 月 | 第一章 总则 | | 2 | | --- | --- | --- | | 第二章 | | 募集资金专户存储 2 | | 第三章 | 募集资金使用 | 3 | | 第四章 | | 募集资金用途变更 6 | | 第五章 募集资金管理与监督 | | 7 | | 第六章 附 | 则 | 8 | 第一章 总则 第一条 为规范北京佳讯飞鸿电气股份有限公司（以下简称"公司"）募集资金管理和使 用，保护投资者利益，根据《中华人民共和国公司法》《中华人民共和国证券法》《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》《上市公司监管指引第 2 号——上市公司募集资金管理和使用的监管要 求》等相关法律、法规和规范性文件的规定并结合公司实际情况，公司制定了《北京佳讯飞 鸿电气股份有限公司募集资金使用管理办法》（以下简称"《募集资金管理办法》" 或"本 管理办法"）。 第二条 本管理办法所称募集资金，是指公司通过向不特定对象发行证券或者向特定对象 发行证券（包括股票、可转换公司债券等）募集并用于 ...

北京佳讯飞鸿电气股份有限公司 投资者关系管理制度 北京佳讯飞鸿电气股份有限公司 投资者关系管理制度 第一章 总则 第一条 为进一步完善北京佳讯飞鸿电气股份公司（以下简称"公司"）治理 结构，规范公司投资者关系工作，加强公司与投资者和潜在投资者（以下统称"投 资者"）之间的沟通，加深投资者对公司的了解和认同，促进公司和投资者之间 长期、稳定的良好关系，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》"）、中国证监会《上市公司投 资者关系管理工作指引》《深圳证券交易所创业板股票上市规则》等法律、法规、 规章、规范性文件及公司章程的规定，结合公司实际情况，制定本制度。 （一）合规性原则 1 北京佳讯飞鸿电气股份有限公司 投资者关系管理制度 第二条 投资者关系管理是指公司通过便利股东权利行使、信息披露、互动 交流和诉求处理等工作，加强与投资者之间的沟通，增进投资者对上市公司的了 解和认同，以提升公司治理水平和企业整体价值，实现尊重投资者、回报投资者、 保护投资者目的的相关活动。 第三条 公司投资者关系管理工作应严格遵守《公司法》《证券法》等有关法 律、法规、规章、 ...