北京海润天睿律师事务所 关于鼎捷数智股份有限公司 2024 年年度股东大会的法律意见书 中国·北京 股东大会法律意见书 朝阳区建外大街甲 14 号广播大厦 5/9/10/13/17 层 二〇二五年五月 股东大会法律意见书 北京海润天睿律师事务所 关于鼎捷数智股份有限公司 2024 年年度股东大会的法律意见书 致：鼎捷数智股份有限公司 北京海润天睿律师事务所（以下简称"本所"）接受鼎捷数智股份有限公司 （以下简称"公司"）的委托，指派本所律师出席公司 2024 年年度股东大会并 对本次股东大会进行律师见证。 对本法律意见书的出具，本所律师特作如下声明： 1、本所律师仅就本次会议的召集、召开程序、出席本次股东大会的人员资 格、召集人资格、本次股东大会的表决方式、表决程序及表决结果发表意见，不 对本次会议所审议的议案内容及该等议案所表述的事实或数据的真实性、准确性 和完整性发表意见。 2、本所律师无法对网络投票过程进行见证，参与本次会议网络投票的股东 资格、网络投票结果均由相应的证券交易所交易系统和互联网投票系统予以认证。 3、本所及经办律师依据《中华人民共和国证券法》《律师事务所从事证券 法律业务管理办法》和《律 ...

Investment Rating - The investment rating for the company is "Buy" and it is maintained [8]. Core Viewpoints - The company reported a revenue of 2.331 billion yuan for 2024, representing a year-on-year growth of 4.62%. The net profit attributable to shareholders was 156 million yuan, up 3.59% year-on-year, while the net profit after deducting non-recurring items was 138 million yuan, showing a growth of 13.18% [2][5]. - In Q4 2024, the company achieved a revenue of 758 million yuan, a decline of 6.85% year-on-year, with a net profit of 106 million yuan, an increase of 4.28% year-on-year. The net profit after deducting non-recurring items was 92 million yuan, down 0.92% year-on-year [2][5]. - For Q1 2025, the company reported a revenue of 423 million yuan, a year-on-year increase of 4.33%, with a net loss of 8 million yuan, but a growth of 14.04% year-on-year in net profit attributable to shareholders. The net profit after deducting non-recurring items was a loss of 9.5 million yuan, reflecting a growth of 31.92% year-on-year [2][5]. Revenue Analysis - The company's revenue growth for 2024 was steady, with Taiwan outperforming mainland China. The revenue growth rates for 2024, Q4 2024, and Q1 2025 were 5%, -7%, and 4% respectively. In 2024, the revenue from mainland China and overseas was 1.177 billion yuan and 1.154 billion yuan, respectively, with year-on-year growth of 1.9% and 7.5% [10]. - By business segment, the revenue for 2024 from R&D design, digital management, production control, and AIOT was 150 million yuan, 1.19 billion yuan, 330 million yuan, and 630 million yuan, with growth rates of 23%, -1%, 0%, and 22% respectively [10]. Profitability Analysis - The company's gross profit margin for 2024 was 58.3%, down 3.7 percentage points year-on-year, while the gross profit margin for Q1 2025 was 59.7%, up 4.4 percentage points year-on-year. The company effectively controlled costs, with sales, management, and R&D expense ratios of 30.2%, 16.9%, and 7.1% respectively for 2024 [10]. - The net profit margin for 2024 was 6.7%, remaining stable despite a credit impairment loss of 48.85 million yuan impacting profits [10]. Business Strategy - The company is embracing AI strategies, with significant commercial progress expected in 2025. The rebranding to 鼎捷数智 reflects this commitment, and the company has made substantial investments in AI applications, achieving a revenue growth of 135% in AI business in Taiwan for 2024 [10]. - The company plans to raise 838 million yuan for investments in digital ecosystem empowerment projects, indicating strong potential for AI business growth [10]. Investment Recommendations - The company is expected to achieve net profits of 196 million yuan, 238 million yuan, and 287 million yuan for 2025, 2026, and 2027 respectively, with corresponding growth rates of 26%, 22%, and 21% [10].

Investment Rating - The investment rating for the company is "Buy" (maintained) [2][9] Core Views - The company reported a revenue of 2.331 billion yuan in 2024, representing a year-on-year growth of 4.62%, and a net profit attributable to shareholders of 156 million yuan, up 3.59% year-on-year [4] - The company is focusing on optimizing its operational strategies and cost control, which is expected to further enhance profit margins [5] - The company has adjusted its revenue forecasts for 2025-2026, now expecting total revenues of 2.540 billion yuan and 2.781 billion yuan respectively, while maintaining a "Buy" rating [5] Financial Performance Summary - Revenue projections for 2025-2027 are 2.540 billion yuan, 2.781 billion yuan, and 3.089 billion yuan respectively, with corresponding net profits of 190 million yuan, 234 million yuan, and 287 million yuan [2][5] - The company’s gross margin improved by 4.37 percentage points to 59.68% in Q1 2025 [5] - The earnings per share (EPS) are projected to be 0.70 yuan, 0.86 yuan, and 1.06 yuan for 2025, 2026, and 2027 respectively [2][5] Market and Business Insights - The company experienced a slowdown in revenue growth in mainland China, with a 1.92% increase in 2024, while non-mainland revenue grew by 7.53% [5] - In Taiwan, the company capitalized on AI technology advancements, achieving a 135.07% increase in AI business revenue [5] - The company is enhancing its AI application products and has established partnerships to strengthen its ecosystem [5]

Investment Rating - The report assigns a "Buy-A" rating to the company, indicating a positive outlook for its stock performance in the coming months [3][8]. Core Insights - The company has demonstrated steady revenue growth, with a reported revenue of 2.33 billion yuan in 2024, reflecting a year-on-year increase of 4.62%. The net profit attributable to shareholders was 156 million yuan, up 3.59% year-on-year [3][4]. - The company is focusing on high-growth sectors such as low-altitude economy and artificial intelligence (AI), which are expected to drive future revenue growth [4][6]. - The company has made significant advancements in AI capabilities, with numerous AI applications developed to enhance operational efficiency and reduce costs for clients [7][8]. Financial Performance Summary - For 2024, the company achieved a gross margin of 58.25%, a decrease of 3.65 percentage points from the previous year, primarily due to changes in product mix [5]. - The company’s net profit margin for 2024 was 6.80%, showing a slight decline of 0.17 percentage points year-on-year, but overall profitability remained stable due to effective cost control measures [5][10]. - The projected earnings per share (EPS) for 2025, 2026, and 2027 are 0.76 yuan, 0.93 yuan, and 1.17 yuan respectively, with corresponding price-to-earnings (P/E) ratios of 49.1, 39.9, and 31.7 [8][10]. Market Performance - As of May 8, 2025, the company's closing price was 37.17 yuan, with a year-to-date high of 48.56 yuan and a low of 14.47 yuan [2]. - The total market capitalization of the company is approximately 10.09 billion yuan, with a circulating market value of about 10.01 billion yuan [2]. Regional Performance - The company experienced a slowdown in revenue growth in mainland China due to weak downstream demand, but saw a 6.46% year-on-year increase in Q1 2025 revenue from this region [4]. - In non-mainland regions, the company achieved a revenue of 1.75 billion yuan in Q1 2025, with a year-on-year growth of 2.87%, and a 7.08% increase when excluding currency fluctuations [4]. AI Development and Commercialization - The company is actively enhancing its AI capabilities, with the launch of new AI applications that have significantly improved efficiency in inventory management and supply chain collaboration [6][7]. - The integration of AI technology into product lifecycle management (PLM) has led to a substantial increase in sales and contract values in the R&D and design sectors [7].

Core Insights - The company reported a revenue of 2.331 billion yuan for 2024, a year-on-year increase of 4.62%, and a net profit attributable to shareholders of 156 million yuan, up 3.59% year-on-year [1] - In Q1 2025, the company achieved a revenue of 423 million yuan, a year-on-year growth of 4.33%, but reported a net loss attributable to shareholders of 8.33 million yuan [1] Revenue Performance - The company's revenue in mainland China for 2024 was 1.177 billion yuan, a slight increase of 1.92% year-on-year, impacted by weak downstream demand [2] - In Q1 2025, revenue from mainland China was 175 million yuan, showing a growth of 6.46% year-on-year [2] - Non-mainland China revenue for 2024 was 1.154 billion yuan, a year-on-year increase of 7.53%, with significant growth in AI business in Taiwan, which saw a 135.07% increase [2] - In Q1 2025, non-mainland revenue was 249 million yuan, a growth of 2.87% year-on-year, with a 7.08% increase when excluding exchange rate effects [2] Cost Management and Profitability - The company's gross margin for 2024 was 58.25%, a decrease of 3.65 percentage points year-on-year, primarily due to changes in product mix [3] - Sales and management expense ratios decreased by 1.34 and 1.21 percentage points respectively, while R&D expense ratio decreased by 2.86 percentage points due to a focus on digital intelligence investments [3] - The net profit margin for 2024 was 6.80%, only slightly down by 0.17 percentage points year-on-year, indicating stable profitability despite cost pressures [3] AI Development and Commercialization - The company is enhancing its AI capabilities and accelerating the commercialization of AI products, with significant upgrades to its AI platform and the development of multiple AI applications [4] - AI applications have shown substantial cost reductions, such as an 18% decrease in after-sales service costs for equipment manufacturers [4] - The integration of AI technology into PLM has significantly increased sales proportions and led to over 20% growth in contract amounts for R&D and design services [4] Investment Outlook - As a leading provider of smart manufacturing solutions, the company is expected to continue growing alongside the recovery of downstream industries, with overseas expansion and AI development opening up long-term growth opportunities [5] - EPS estimates for 2025-2027 are projected at 0.76, 0.93, and 1.17 yuan, with corresponding PE ratios of 49.1, 39.9, and 31.7 times [5]

Investment Rating - The report assigns a "Buy-A" rating to the company, indicating a positive outlook for its stock performance in the coming months [3][8]. Core Insights - The company has demonstrated steady revenue growth, with a reported revenue of 2.33 billion yuan in 2024, reflecting a year-on-year increase of 4.62%. The net profit attributable to shareholders for the same year was 156 million yuan, up 3.59% year-on-year [3][4]. - The company is focusing on high-growth segments such as low-altitude economy and artificial intelligence (AI), which are expected to drive future revenue growth [4][6]. - The company has made significant advancements in AI product commercialization, with numerous AI applications developed to enhance operational efficiency and reduce costs for clients [6][7]. Financial Performance - For 2024, the company achieved a gross margin of 58.25%, a decrease of 3.65 percentage points from the previous year, primarily due to changes in product mix [5]. - The company has improved its cost management, leading to a stable net profit margin of 6.80% in 2024, only slightly down by 0.17 percentage points from the previous year [5]. - The forecasted earnings per share (EPS) for 2025, 2026, and 2027 are projected to be 0.76 yuan, 0.93 yuan, and 1.17 yuan, respectively, with corresponding price-to-earnings (P/E) ratios of 49.1, 39.9, and 31.7 [8][10]. Market Dynamics - The company has experienced a slowdown in revenue growth in mainland China due to weak downstream demand, but has seen strong growth in Southeast Asia, particularly in AI product sales [4][6]. - The company’s revenue from non-mainland regions reached 1.15 billion yuan in 2024, marking a year-on-year increase of 7.53%, with significant growth in Taiwan's AI business [4][6]. Future Outlook - The company is expected to benefit from a recovery in downstream industry demand and continued expansion into overseas markets, particularly in Southeast Asia [8]. - The projected revenue growth rates for the upcoming years are 14.1% for 2025, 15.8% for 2026, and 17.4% for 2027, indicating a robust growth trajectory [10][14].

Core Insights - The company reported a revenue of 2.331 billion yuan for 2024, representing a year-on-year growth of 4.62%, and a net profit attributable to shareholders of 156 million yuan, up 3.59% year-on-year [1] - In Q1 2025, the company achieved a revenue of 423 million yuan, an increase of 4.33% year-on-year, but reported a net profit of -8 million yuan, reflecting a 14.04% year-on-year growth in losses [2] Revenue Breakdown - For 2024, the company's self-developed smart software products generated revenue of 662 million yuan, a growth of 13.57% year-on-year; integrated smart hardware and software solutions achieved revenue of 555 million yuan, up 12.64% year-on-year; while smart technology services saw a revenue decline of 3.34% to 1.1114 billion yuan [2] - In 2024, revenue from mainland China was 1.177 billion yuan, a growth of 1.92% year-on-year, while revenue from non-mainland regions reached 1.154 billion yuan, growing by 7.53% year-on-year [2] - In Q1 2025, revenue from mainland China was 175 million yuan, up 6.46% year-on-year, and revenue from non-mainland regions was 249 million yuan, a growth of 2.87% year-on-year [2] R&D and Innovation - The company maintains a strong focus on R&D, with 1,743 R&D personnel, accounting for 34.08% of total employees, and R&D investment of 332 million yuan in 2024, reflecting a compound annual growth rate of 15.13% over the past five years [3] - The company launched the Dingjie multimodal large model and Agent development platform, enabling rapid construction of AI Agent applications for enterprises and ISV partners [3] - The integration of AI technologies has led to a 30% increase in average transaction value by enhancing product intelligence [3] Market Strategy - The company is leveraging policy benefits to upgrade resource allocation, focusing on domestic software localization and providing integrated solutions driven by AI and smart technologies [4] - In 2024, the company adjusted its operational strategy in mainland China to optimize resource allocation, targeting high-growth sectors such as low-altitude economy and AI [4] Financial Forecast - Revenue projections for 2025-2027 are 2.669 billion yuan, 3.067 billion yuan, and 3.465 billion yuan, with year-on-year growth rates of 14.52%, 14.90%, and 25.05% respectively; net profit forecasts are 202 million yuan, 269 million yuan, and 336 million yuan, with growth rates of 29.95%, 32.88%, and 25.05% respectively [5] - The company's current price corresponds to a PE ratio of 50.05, 37.67, and 30.12 for 2025-2027 [5]

Group 1: Company Performance - In 2024, the company achieved a net profit attributable to shareholders of 156 million yuan, a year-on-year increase of 3.59% [1] - The non-recurring net profit for 2024 was 138 million yuan, reflecting a year-on-year growth of 13.18% [1] Group 2: Workforce and R&D - As of the end of 2024, the total number of employees was 5,114, with 1,743 in R&D, representing 34.08% of the workforce [1] - In 2025, the company plans to optimize its internal organizational structure and enhance the talent development in digital intelligence [2] Group 3: Growth Strategies - In 2025, the company will focus on the "Smart+" strategy, targeting industry operations and seizing opportunities in niche markets in mainland China [2] - The company aims to deepen customer relationships and expand large customer business through its Athena platform [2] - In Taiwan, the company will address labor shortages and promote AI products to drive digital upgrades for clients [2] Group 4: Industry Outlook - Recent government policies are promoting the integration of digital technology with the real economy, which is expected to inject new momentum into economic growth [2] - The 2024 government work report emphasizes advancing digital industrialization and the digital transformation of industries [2] - The company is committed to responding to government initiatives by innovating productivity through data and intelligent technology [2]

Core Insights - The company, Dingjie Shuzhi, reported a total revenue of 2.331 billion yuan for 2024, marking a year-on-year growth of 4.62%, and a net profit attributable to shareholders of 156 million yuan, up 3.59% [1] - The company has undergone a brand transformation from "Dingjie Software" to "Dingjie Shuzhi," adjusting its business strategy to focus on data and intelligent technology for innovative productivity [1] Revenue Breakdown - In 2024, the company achieved revenue of 1.177 billion yuan in mainland China and 1.154 billion yuan in non-mainland regions, with a growth rate of 7.53% in the latter [2] - The company holds a 14.8% market share in the manufacturing ERP sector in mainland China, ranking first among local vendors [2] Business Segments - The company covers four major categories of industrial software: R&D design, digital management, production control, and AIoT, providing comprehensive services [3] - The R&D design segment generated 152 million yuan in revenue for 2024, growing by 23.33%, while the AIoT segment achieved 631 million yuan, up 22.04% [3] Technological Advancements - The Athena platform integrates AI, big data, and knowledge graph technologies, offering a PaaS solution with low-code and multi-end collaboration capabilities [4] - The company is collaborating with leading cloud service providers to enhance its AI capabilities, integrating various advanced AI models into its offerings [4] Market Potential - The global AI Agent market is projected to grow from $5.29 billion in 2024 to $216.8 billion by 2035, with a compound annual growth rate of 40.15% [5] - The company is launching an AI Agent development platform and enhancing its AI applications to meet diverse deployment needs [5] Financial Projections - Revenue forecasts for the company are 2.589 billion yuan in 2025, 2.903 billion yuan in 2026, and 3.309 billion yuan in 2027, with net profits of 201 million yuan, 249 million yuan, and 294 million yuan respectively [6]

Investment Rating - The report maintains a positive outlook on the AI industry, suggesting continued attention to investment opportunities within the sector [3][7]. Core Insights - The national emphasis on AI development is highlighted, with significant political support from President Xi Jinping, who underscored the importance of self-reliance and application orientation for healthy AI growth [2][7]. - The "Model Speed Space" in Shanghai is identified as a key innovation hub for AI, representing a comprehensive industry chain and expected to enhance industry momentum [2][7]. - The integration of young talent and academia is seen as a catalyst for accelerating the commercialization of AI technologies, with a focus on leveraging China's large pool of engineers and youth [2][7]. - The report emphasizes the diverse applications of AI products, advocating for quality and safety in development, and notes the vast market potential in China [2][7]. Summary by Sections National Policy and Industry Development - The report discusses the recent collective study by the Political Bureau of the CPC Central Committee on AI, indicating a strong governmental push for the sector [2][3]. - President Xi's visit to Shanghai reinforces the strategic importance of AI in national development, aiming to position Shanghai as a global tech innovation center [2][7]. Key Companies and Investment Opportunities - Recommended companies include Hehe Information, Sie Consulting, Digiwin Software, ArcSoft, Wondershare Technology, Kingdee International, Kingsoft Office, and Hygon Information Technology, with Cambricon Technologies identified as a beneficiary [3][7]. - The report provides earnings forecasts for these companies, indicating potential growth in EPS and PE ratios over the next few years [5]. Market Dynamics and Product Development - The report notes the flourishing of AI applications across various sectors, emphasizing the need for safe and reliable products to ensure long-term growth [2][7]. - The "Model Speed Space" showcases a range of AI products, reflecting a shift from "Made in China" to "Intelligent Manufacturing in China" [2][7].