二、董事会会议审议情况 经与会董事审议，一致通过以下议案： （一）审议通过《2025 年第三季度报告》 证券代码：300229 证券简称：拓尔思 公告编号：2025-047 拓尔思信息技术股份有限公司 第六届董事会第二十三次会议决议公告 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。 一、董事会会议召开情况 拓尔思信息技术股份有限公司（以下简称"公司"）第六届董事会第二十三次 会议于 2025 年 10 月 23 日在公司会议室以现场结合通讯表决的方式召开，会议 通知于 2025 年 10 月 17 日以电话、电子邮件、专人送达方式发出。本次会议应 出席董事 7 名，实际出席会议董事 7 名。本次会议由董事长兼总经理施水才先生 主持，部分高级管理人员列席了本次会议。本次会议的召集和召开符合《中华人 民共和国公司法》等有关法律、行政法规、部门规章、规范性文件和《拓尔思信 息技术股份有限公司章程》的有关规定。 《2025 年第三季度报告》详见公司于同日在中国证券监督管理委员会指定 的创业板信息披露网站巨潮资讯网（www.cninfo.com.cn）披露的相关公告。 ...

Core Viewpoint - The company reported significant declines in both revenue and net profit for the third quarter and the first three quarters of the year, indicating severe financial challenges [1] Financial Performance - Q3 revenue was 92.18 million yuan, a decrease of 58.47% [1] - Q3 net profit loss was 86.44 million yuan, a decline of 462.22% [1] - Revenue for the first three quarters was 337 million yuan, down 45.57% [1] - Net profit loss for the first three quarters was 160 million yuan, a decrease of 460.24% [1]

Financial Performance - Q3 2025 revenue was ¥92,181,151.04, a decrease of 58.47% year-over-year, and cumulative revenue for the year reached ¥336,982,166.72, down 45.57% compared to the previous year[5] - The net profit attributable to shareholders was a loss of ¥86,446,254.59, representing a decline of 462.22% year-over-year, with a cumulative loss of ¥160,077,427.47, down 460.24%[5] - The basic and diluted earnings per share were both -¥0.0990, a decrease of 412.95% compared to the same period last year[5] - Operating income for the year-to-date was ¥336,982,166.72, down 45.57% from ¥619,136,632.77 in the previous year, attributed to a slowdown in market demand[11] - Total operating revenue for the current period was CNY 336,982,166.72, a decrease from CNY 619,136,632.77 in the previous period, representing a decline of approximately 45.6%[24] - The company reported a net profit of -162,231,063.56 yuan, a significant decline compared to the previous year's net profit of 41,563,916.53 yuan[25] - Operating profit turned negative at -162,996,657.12 yuan, contrasting with a positive operating profit of 37,954,855.59 yuan in the prior period[25] - Total revenue from operating activities decreased to 468,177,582.20 yuan, down from 488,944,190.55 yuan year-over-year[28] - Basic and diluted earnings per share were both reported at -0.1832, a decline from 0.0559 in the previous year[26] Cash Flow and Assets - Operating cash flow for the year-to-date was ¥35,863,465.32, an increase of 1,028.95% compared to the same period last year[5] - Cash flow from operating activities showed a net inflow of 35,863,465.32 yuan, a recovery from a net outflow of -3,860,624.73 yuan in the previous period[28] - The company's cash and cash equivalents at the end of the period amounted to CNY 1,038,823,878.06, down from CNY 1,082,730,950.21 at the beginning of the period, reflecting a reduction of approximately 4.1%[18] - The company's cash and cash equivalents at the end of the period stood at 1,034,690,033.72 yuan, compared to 271,452,584.65 yuan at the end of the previous period[30] Assets and Liabilities - Total assets at the end of the reporting period were ¥4,283,183,097.53, a decrease of 4.43% from the end of the previous year[5] - Total assets decreased to CNY 4,283,183,097.53 from CNY 4,481,824,962.63, a reduction of about 4.4%[22] - Total liabilities decreased to CNY 319,419,538.25 from CNY 355,787,998.30, indicating a decline of approximately 10.2%[21] - The company's total equity decreased to CNY 3,963,763,559.28 from CNY 4,126,036,964.33, reflecting a decrease of about 3.9%[22] Expenses - The company incurred research and development expenses of 98,127,456.76 yuan, a decrease from 109,791,399.03 yuan year-over-year[25] - Sales expenses increased to 106,982,498.74 yuan, up from 98,281,059.71 yuan in the prior period[25] - The company experienced a significant increase in financial expenses, with interest expenses reported at 552,791.72 yuan compared to 777,240.19 yuan previously[25] Impairments and Losses - The company reported a significant increase in credit impairment losses, amounting to -¥5,720,145.31, a decline of 251.54% year-over-year due to increased aging of receivables[11] - Investment income decreased by 37.04% to ¥2,616,225.41, reflecting increased losses from equity method accounted joint ventures[11] - The company recorded a 92.01% decrease in asset disposal income, totaling ¥576,722.82, compared to ¥7,216,580.21 in the previous year[11] Corporate Governance - The company plans to hold its second extraordinary general meeting of 2025 on August 6, 2025, to discuss amendments to the company's articles of association[16] - The company will no longer have a supervisory board, with its functions being transferred to the audit committee of the board of directors[17] Inventory and Receivables - Accounts receivable decreased to CNY 234,036,275.40 from CNY 268,592,664.07, a decline of about 12.8%[18] - Inventory increased to CNY 42,551,417.72 from CNY 28,251,992.55, representing an increase of approximately 50.7%[18]

Group 1 - The report highlights that national top-level policies are guiding the rapid development of six key areas in "AI+ applications" as outlined in the State Council's opinion released on August 26, 2025 [2][8] - The six key areas include "AI+" in scientific technology, industrial development, consumer quality enhancement, public welfare, governance capabilities, and global cooperation [2][8] - By 2027, it is expected that AI will be widely integrated into these six areas, with the application penetration rate of new intelligent terminals exceeding 70% [9] Group 2 - The report identifies 50 representative stocks across A-shares, Hong Kong stocks, and US-listed Chinese companies that are actively engaged in "AI+ applications" within the six key areas [3] - Key recommended stocks include: - Shuanghuan Transmission (002472.SZ) for AI+ industrialization and intelligent robotics - Orbbec (688322.SH) for AI+ hardware - Shengye (6069.HK) for AI+ supply chain finance [3] - Stocks to watch include: - Xindong Company (2400.HK) for AI+ gaming - Huazhu Gaoke (688433.SH) for AI+ intelligent manufacturing - Guodun Quantum (688027.SH) for AI+ quantum technology [3] Group 3 - The report elaborates on the "AI+" scientific technology direction, which includes accelerating scientific discovery processes, driving innovation in technology research and development models, and innovating social science research methods [12][17][24] - Specific companies mentioned in the "AI+" scientific technology sector include: - iFlytek (002230.SZ) focusing on AI core technology and applications in various fields [13] - Zhongke Shuguang (603019.SH) emphasizing AI-driven digital infrastructure [13] - BGI Genomics (688114.SH) integrating AI into life sciences [13] Group 4 - The "AI+" industrial development direction aims to cultivate new intelligent native models and promote the intelligent transformation of traditional industries [28] - Companies highlighted in this sector include: - Daotong Technology (688208.SH) for AI+ automotive diagnostics [30] - Dingjie Smart (300378.SZ) for AI+ manufacturing digitalization [30] - Huichan Co., Ltd. (688500.SH) for AI+ data intelligence [30] Group 5 - The "AI+" consumer quality enhancement direction focuses on expanding service consumption scenarios and improving the quality of life services [49] - Companies in this area include: - Xindong Company (2400.HK) for AI+ gaming [51] - Giant Network (002558.SZ) integrating AI into core gaming products [51] - Perfect World (002624.SZ) utilizing AI tools in game development [51]

Core Viewpoint - The signing of a framework cooperation agreement between Tuolisi and AVIC Culture marks a significant step towards establishing the Aviation Intelligent Media Alliance, focusing on the development of an intelligent media ecosystem in the aviation industry [1] Group 1: Partnership and Collaboration - Tuolisi's chairman, Shi Shuicai, emphasized the company's commitment to supporting the construction of the aviation intelligent media ecosystem as a long-term partner of AVIC Culture [1] - The collaboration aims to leverage artificial intelligence, knowledge graphs, and big data to create an aviation intelligent media platform that is industry-aware, thoughtful, and service-oriented [1] Group 2: Industry Impact - The initiative is expected to open a new chapter in the intelligent media era for the aviation sector, enhancing the integration of technology and industry [1]

Core Viewpoint - The signing event for the Aviation Industry Brain and Intelligent Media Technology Innovation Series took place at the 7th Tianjin Airshow, highlighting the collaboration between various entities to address challenges and opportunities in the media's intelligent era [1] Group 1: Event Overview - The event was held on the morning of October 17, featuring a signing ceremony at the Aviation Industry Group's exhibition area [1] - The chairman of Tuolsi, Shi Shuicai, delivered a speech representing the company during the event [1] Group 2: Collaboration and Alliance - Tuolsi signed a framework cooperation agreement with AVIC Culture to jointly establish the Aviation Intelligent Media Alliance [1] - The alliance is initiated by multiple organizations, including China Aviation News Agency, AVIC Golden Network, and Tuolsi, aiming to promote resource sharing and technological innovation [1] - The goal of the alliance is to advance the integration of media within the aviation industry [1]

Core Insights - The stock price of Tuolisi has decreased by 2.01% on October 16, reaching 20.47 CNY per share, with a total market capitalization of 17.883 billion CNY [1] - The company has experienced a year-to-date stock price decline of 2.24%, with a significant drop of 9.78% over the last five trading days [1] - Tuolisi's main business segments include artificial intelligence products and services (44.49% of revenue), big data products and services (33.73%), security products (11.07%), and system integration and others (10.70%) [2] Financial Performance - For the first half of 2025, Tuolisi reported a revenue of 245 million CNY, a year-on-year decrease of 38.36%, and a net profit attributable to shareholders of -73.6312 million CNY, representing a 223.11% decline [2] - The company has distributed a total of 325 million CNY in dividends since its A-share listing, with 55.6704 million CNY distributed over the past three years [2] Shareholder Structure - As of June 30, 2025, the top ten circulating shareholders include Hong Kong Central Clearing Limited as the third-largest shareholder, holding 6.3563 million shares, a decrease of 1.5779 million shares from the previous period [3] - Southern CSI 1000 ETF and other ETFs have increased their holdings, indicating a shift in institutional investment [3]

Market Overview - The Shanghai Composite Index closed at 3869.25 points, with a change of 0.10% [1] - The total trading volume of A-shares reached 1,280.495 billion yuan [1] Technical Analysis - A total of 175 A-shares experienced a death cross between the 5-day and 10-day moving averages [1] - Notable stocks with significant distance between their 5-day and 10-day moving averages include: - Yuanjie Technology: 5-day MA down by 2.50% from the 10-day MA [1] - Shanshan Shares: 5-day MA down by 2.32% from the 10-day MA [1] - Zijian Electronics: 5-day MA down by 2.09% from the 10-day MA [1] Individual Stock Performance - Yuanjie Technology (688498): Increased by 3.59% with a trading turnover of 2.90% [1] - Shanshan Shares (600884): Increased by 0.22% with a trading turnover of 3.13% [1] - Zijian Electronics (301121): Decreased by 0.60% with a trading turnover of 3.19% [1] - Other notable stocks include: - WuXi AppTec (603259): Increased by 2.21% [1] - Fabon (300925): Increased by 1.67% [1] Summary of Stocks with Death Cross - Stocks with a death cross and their respective metrics include: - Yuanjie Technology: 5-day MA at 374.57 yuan, 10-day MA at 384.17 yuan [1] - Shanshan Shares: 5-day MA at 14.17 yuan, 10-day MA at 14.51 yuan [1] - Zijian Electronics: 5-day MA at 48.72 yuan, 10-day MA at 49.76 yuan [1] - The latest prices of these stocks are below their 10-day moving averages, indicating potential bearish trends [1]

Core Points - The Shanghai Composite Index is at 3876.54 points with a change of 0.29%, and the total trading volume of A-shares is 961.216 billion yuan [1] - A total of 158 A-shares have seen their 5-day moving average cross below the 10-day moving average, indicating potential bearish trends [1] Group 1: Stocks with Significant Moving Average Crosses - Yuanjie Technology (688498) has a 5-day moving average of 374.30 yuan, which is 2.53% lower than its 10-day moving average of 384.03 yuan, with a current price of 357.58 yuan, down 6.89% from the 10-day average [1] - Shanshan Co., Ltd. (600884) shows a 5-day moving average of 14.14 yuan, down 2.43% from its 10-day moving average of 14.49 yuan, with a current price of 13.29 yuan, down 8.28% from the 10-day average [1] - ZhiJian Electronics (301121) has a 5-day moving average of 48.75 yuan, which is 2.05% lower than its 10-day moving average of 49.78 yuan, with a current price of 46.54 yuan, down 6.50% from the 10-day average [1] Group 2: Other Notable Stocks - WuXi AppTec (603259) has a 5-day moving average of 102.27 yuan, which is 1.97% lower than its 10-day moving average of 104.33 yuan, with a current price of 98.12 yuan, down 5.95% from the 10-day average [1] - Fabon Information (300925) shows a 5-day moving average of 25.73 yuan, down 1.78% from its 10-day moving average of 26.20 yuan, with a current price of 25.13 yuan, down 4.07% from the 10-day average [1] - Loka (603829) has a 5-day moving average of 21.29 yuan, which is 1.73% lower than its 10-day moving average of 21.67 yuan, with a current price of 20.07 yuan, down 7.37% from the 10-day average [1]

Core Viewpoint - The U.S. government, led by President Trump, announced a 100% tariff on all Chinese goods starting November 1, along with export controls on key software, which will accelerate the domestic software replacement process in China [2][3]. Group 1: U.S. Trade Measures - The U.S. will impose a 100% additional tariff on all Chinese imports and export controls on key software starting November 1 [2]. - The U.S. measures are seen as a strategic move to pressure China ahead of the APEC summit, with potential implications for negotiations [2][3]. Group 2: China's Response and Industry Impact - China's Ministry of Commerce has implemented export controls on various technologies, including chip production equipment and lithium batteries, which are crucial for modern industries [2][3]. - China is expected to dominate the rare earth industry by 2025, holding 49% of global reserves and 69% of production, making it a critical resource for the U.S. [2][3]. Group 3: Domestic Software Development - The export controls on key software will accelerate the domestic replacement process in China, particularly in the fields of EDA, CAD, CAE, MES, and PLM [3][4]. - The shift towards domestic software is seen as essential due to China's heavy reliance on imported industrial software [3][4]. Group 4: Industrial Digital Transformation - The announcement of using WPS format in government documents marks a significant milestone for domestic software, indicating a breakthrough in the software replacement strategy [4]. - "Lighthouse factories," which utilize advanced technologies for efficiency, are expected to be prioritized in national strategic development plans, driving demand for industrial software [4]. Group 5: Investment Opportunities - Companies in the EDA, industrial software, operating systems, databases, network security, and industry IT sectors are highlighted as potential investment opportunities due to the ongoing shift towards domestic solutions [4]. - Specific companies to watch include: - EDA: Huada Jiutian, Guangliwei, Gai Lun Electronics [4] - Industrial Software: Dingjie Zhizhi, Nengke Technology, Suochen Technology, Zhongwang Software, Zhongkong Technology [4] - Operating Systems: China Software, Ruantong Power, Runhe Software, Chengmai Technology [4] - Databases: Dameng Data, Taiji Co. [4] - Network Security: Deepin Technology, Qilin Security, Sanwei Security, Guotou Intelligent, Qimingxing Chen [4] - Industry IT: Keda Xunfei, Hehe Information, Hengsheng Electronics, Kingsoft Office, Foxit Software, Tuolisi, Tax Friend Shares, Caixun Shares, Dingdian Software, Jiuyuan Yinhai, Jiahe Meikang, Guanglian Da, Kingdee International, Yonyou Network, Fanwei Network, Yuxin Technology, Newland [4].