华泰联合证券有限责任公司 关于润泽智算科技集团股份有限公司 重大资产置换、发行股份购买资产并募集配套资金 暨关联交易 之 限售股解禁上市流通的独立财务顾问核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"、"独立财务顾问"） 作为润泽智算科技集团股份有限公司（以下简称"润泽科技"、"上市公司"或 "公司"）重大资产置换、发行股份购买资产并募集配套资金暨关联交易的独立 财务顾问及持续督导机构，根据《上市公司重大资产重组管理办法》、《上市公 司并购重组财务顾问业务管理办法》的有关规定及深交所《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》的相关要求，对润泽科技重大资产置换、发行股份购买资 产并募集配套资金暨关联交易中向特定对象发行股票募集资金的限售股解禁上 市流通事项进行了审慎核查，具体核查情况如下： 一、向特定对象发行股票情况 （一）向特定对象发行股票概况 2022 年 6 月 2 日，公司收到中国证券监督管理委员会（简称"中国证监会"） 于 2022 年 5 月 27 日出具的《关于同意上海普丽盛包装股份有限公司1重大资产 置换及向京 ...

证券代码：300442 证券简称：润泽科技 公告编号：2023-042 润泽智算科技集团股份有限公司 关于募集配套资金向特定对象发行股票之 1 限售股解禁上市流通的提示性公告 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、本次解除限售股份为润泽智算科技集团股份有限公司（简称"公司"） 向特定对象发行的股份，本次解除限售股份数量为 240,204,426 股，占公司当前 总股本的 13.9901%； 2、本次解除限售股份上市流通日期为 2023 年 8 月 16 日（星期三）。 一、向特定对象发行股票情况 （一）向特定对象发行股票概况 2022 年 6 月 2 日，公司收到中国证券监督管理委员会（简称"中国证监会"） 于 2022 年 5 月 27 日出具的《关于同意上海普丽盛包装股份有限公司1重大资产 置换及向京津冀润泽（廊坊）数字信息有限公司等发行股份购买资产并募集配套 资金注册的批复》（证监许可〔2022〕1100 号）。中国证监会同意公司以资产置 换、发行股份的方式购买润泽科技发展有限公司 100%股权并募集配套资金暨关 联交易事项的注 ...

Financial Performance - The company's revenue for Q1 2023 was ¥808,499,284.48, representing a 31.53% increase compared to ¥614,674,948.25 in the same period last year[4] - Net profit attributable to shareholders for Q1 2023 was ¥329,756,259.04, a 52.73% increase from ¥215,911,349.20 in Q1 2022[4] - The basic earnings per share increased by 20.00% to ¥0.36 from ¥0.30 year-on-year[4] - Total operating revenue for Q1 2023 reached ¥808,499,284.48, an increase of 31.6% compared to ¥614,674,948.25 in the same period last year[25] - Net profit for Q1 2023 was ¥330,015,632.82, representing a 53.1% increase from ¥215,713,969.53 in Q1 2022[26] - The total comprehensive income for Q1 2023 was ¥330,015,632.82, up from ¥215,713,969.53 in Q1 2022, reflecting a growth of 53.0%[27] - Basic and diluted earnings per share for Q1 2023 were both ¥0.36, compared to ¥0.30 in Q1 2022, representing a 20% increase[27] Assets and Liabilities - Total assets as of March 31, 2023, reached ¥20,943,431,701.46, a 30.83% increase from ¥16,008,449,352.33 at the end of the previous year[4] - Total assets as of the end of Q1 2023 were ¥20,943,431,701.46, compared to ¥16,008,449,352.33 at the beginning of the year, reflecting a growth of 30.1%[23] - Total liabilities increased to ¥13,164,224,390.49 from ¥13,044,878,941.29, a rise of 0.9%[23] - Long-term borrowings rose to ¥8,418,529,440.00 from ¥8,117,029,440.00, an increase of 3.7%[23] Cash Flow - Cash flow from operating activities decreased by 23.23% to ¥257,679,497.66 compared to ¥335,650,586.98 in the previous year[4] - Cash inflows from operating activities totaled ¥663,106,654.78, compared to ¥558,420,251.57 in the previous year, marking an increase of 18.7%[30] - The net cash flow from operating activities was ¥257,679,497.66, down from ¥335,650,586.98 in the same period last year, a decrease of 23.2%[30] - The net cash flow from investing activities was -¥2,318,191,724.57, compared to -¥1,462,001,654.84 in Q1 2022, indicating an increase in cash outflow for investments[30] - The net cash flow from financing activities was ¥4,706,412,979.85, up from ¥3,451,373,392.26 in the previous year, reflecting a growth of 36.4%[30] - The cash and cash equivalents at the end of Q1 2023 amounted to ¥4,041,682,366.13, significantly up from ¥1,395,781,613.19 at the beginning of the year[22] - The cash and cash equivalents at the end of Q1 2023 amounted to ¥4,007,353,023.45, an increase from ¥3,424,156,165.12 at the end of Q1 2022, representing a growth of 16.9%[31] Shareholder Structure - The company reported a total of 584,695,846 shares held by its largest shareholder, 京津冀润泽 (Langfang) Digital Information Co., Ltd.[16] - The top 10 unrestricted shareholders collectively hold 1,704,204 shares of the People's Bank of China - Taida Hongli Transformation Opportunity Stock Fund[15] - The company has a total of 25,735,044 shares held by 合肥弘博润泽 Equity Investment Partnership (Limited Partnership)[16] - 平安资本 Limited Liability Company holds 20,584,741 shares, representing 2.16% of the total shares[16] - 启鹭 (Xiamen) Equity Investment Partnership (Limited Partnership) holds 15,438,555 shares, accounting for 1.62% of the total shares[16] - The company has a total of 13,894,700 shares held by 平安鼎创 Equity Investment Management (Shanghai) Co., Ltd.[16] - The total number of shares held by 上海炜贯 Investment Partnership (Limited Partnership) is 11,836,225[16] - The company has 9,325,917 shares held by 共青城润湘 Investment Partnership (Limited Partnership)[16] - The total number of shares held by individual shareholder 魏巍 is 8,517,887, representing 0.89% of the total shares[16] - The company has a total of 1,172,100 shares held by the National Social Security Fund 416 Portfolio[15] Capital and Fundraising - The company completed a capital increase of ¥4.7 billion, significantly boosting its capital reserve by 352.31% to ¥5,625,142,071.14[9] - The company issued a total of 133,446,905 new shares for fundraising, increasing the total share capital to 953,867,583 shares[20] - The company plans to release restricted shares for several shareholders, including 27,795,000 shares for Xinjiang Dayong Minsheng Investment Partnership by August 2025[18] - The company has several new share issuances planned for August 2023, including 10,119,250 shares for Nord Fund Management Co., Ltd.[19] - The company has committed to significant asset restructuring, with shares locked for various stakeholders until August 2025[18] - The company has engaged multiple investment management firms for fundraising, including a total of 8,517,887 shares for Wei Wei[19] - The company has a strategic focus on expanding its shareholder base through fundraising efforts, with multiple new share issuances scheduled for August 2023[19] - The company has not reported any changes in restricted shares during the first quarter of 2023[19] - The company is actively managing its shareholder structure to support future growth and investment strategies[20] - The company has received confirmation from the China Securities Depository and Clearing Corporation regarding the acceptance of its share issuance for fundraising[20] Research and Development - Research and development expenses rose by 35.79% to ¥30,143,791.90, reflecting increased investment in innovation[10] - Research and development expenses for Q1 2023 were ¥30,143,791.90, up from ¥22,199,519.34 in Q1 2022, marking a growth of 35.9%[26] Accounts Receivable - The company experienced a 75.72% increase in accounts receivable, totaling ¥659,118,486.10, primarily due to delayed customer payments[8] - Accounts receivable increased to ¥659,118,486.10 from ¥375,099,485.56, indicating a growth of 75.5%[22]

Financial Performance - The company's revenue for 2022 reached ¥2,714,740,688.79, representing a 32.61% increase compared to ¥2,047,187,400.62 in 2021[20]. - Net profit attributable to shareholders was ¥1,198,254,367.29, a 65.98% increase from ¥721,948,191.12 in the previous year[20]. - Basic earnings per share increased to ¥1.57, a 57.00% rise from ¥1.00 in 2021[20]. - The company's total revenue for Q4 2022 reached ¥725,292,158.22, showing a year-over-year increase of approximately 18% compared to Q4 2021[22]. - Net profit attributable to shareholders for Q4 2022 was ¥377,648,871.67, representing a year-over-year growth of about 25%[22]. - The company reported a non-recurring profit of ¥60,321,183.60 for 2022, compared to ¥10,592,571.73 in 2021, indicating a substantial increase[26]. - The company achieved a net profit of 1,864.02 million yuan for the period from 2021 to 2022, exceeding the performance commitment by 154.12 million yuan[122]. Cash Flow and Investments - The net cash flow from operating activities was ¥1,788,146,955.98, up 40.66% from ¥1,271,225,794.30 in 2021[20]. - Operating cash inflow totaled ¥3,131,523,746.94, a 36.46% increase compared to ¥2,294,759,577.03 in 2021[92]. - The company accelerated its national data center construction, leading to a 366.00% increase in net cash flow from investment activities, totaling -¥4,958,014,489.54[92]. - Total financing cash inflow surged by 219.19% to ¥7,444,930,000.00, reflecting increased financing for data center investments[92]. Assets and Liabilities - Total assets at the end of 2022 amounted to ¥16,008,449,352.33, reflecting a 48.67% increase from ¥10,768,026,255.70 in 2021[20]. - Fixed assets increased to ¥6,057,040,292.82, accounting for 37.84% of total assets, down from 47.34% in the previous year[95]. - The proportion of long-term borrowings rose to 50.70% of total liabilities, up from 45.60% in 2021, indicating expanded financing for data center projects[95]. Market and Growth Strategy - The company is focusing on expanding its market presence and enhancing its technological capabilities in cloud computing and AI[19]. - Future guidance indicates continued growth in revenue and profitability, driven by increased demand for data center services[19]. - The company plans to expand its market presence in first-tier cities, where data center resources are becoming increasingly scarce[36]. - The company is positioned to leverage the growth of the digital economy and aims to evolve into integrated computing centers, including intelligent and supercomputing centers[118]. Research and Development - Research and development expenses rose by 47.08% to ¥96,802,519.34, driven by increased investment in R&D activities[86]. - The company’s R&D investment amounted to ¥96,802,519.34 in 2022, representing 3.57% of operating revenue, an increase from 3.21% in 2021[89]. - The number of R&D personnel increased by 13.75% to 182 in 2022, with a significant rise in the number of bachelor's degree holders by 109.68%[89]. Operational Efficiency and Technology - The company is focusing on upgrading low-power cabinets and accelerating the application of high-density and liquid-cooled cabinets to enhance its evolution capabilities[62]. - The company has developed and implemented a "smart low-carbon cooling system" for data centers, which has successfully completed trial operations[61]. - The company is enhancing its service offerings with integrated intelligent solutions for clients, focusing on security and operational efficiency[87]. - The company is committed to exploring energy-saving optimizations in infrastructure to align with carbon neutrality goals[88]. Corporate Governance and Management - The company held its annual shareholder meeting with a participation rate of 34.13% on May 25, 2022[145]. - The company experienced a significant turnover in its board members, with multiple resignations due to major asset restructuring, including the resignation of three directors on August 7, 2022[149]. - The company has a diverse board composition, including independent directors, which is crucial for governance and oversight[148]. - The company has implemented a performance management system to align employee compensation with company performance, ensuring a positive incentive mechanism for mutual development[174]. Environmental and Social Responsibility - The company is focusing on green data centers and energy efficiency, with new regulations requiring data centers to achieve a power usage effectiveness (PUE) of no more than 1.3 by 2025[34]. - The company has completed green electricity transactions totaling over 300 million kilowatt-hours during the reporting period[67]. - The company has engaged in social responsibility initiatives, including educational support and environmental protection activities in rural areas[193]. Shareholder Commitments and Restructuring - The controlling shareholder committed to not transferring shares obtained through the restructuring for 36 months from the issuance date[197]. - The company is currently fulfilling all commitments related to the asset restructuring[197]. - The restructuring process is currently being executed as planned, with normal compliance observed[198].

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。 润泽智算科技集团股份有限公司（简称"公司"）的《2022 年年度报告》 及其摘要已于 2023 年 4 月 21 日在中国证监会指定的创业板信息披露网站巨潮资 讯网（http://www.cninfo.com.cn）披露，为了让广大投资者更全面深入地了解公 司的经营业绩、发展战略等情况，进一步加强公司与投资者的沟通互动，公司拟 于 2023 年 4 月 28 日（星期五）15:00—16:00 通过远程网络直播的方式召开 2022 年度业绩说明会（简称"本次说明会"）。现就相关事宜公告如下： 一、会议时间、地点和方式 证券代码：300442 证券简称：润泽科技 公告编号：2023-027 润泽智算科技集团股份有限公司 关于举行 2022 年度业绩说明会的公告 1、时间：2023 年 4 月 28 日（星期五）下午 15:00—16:00 2、会议召开方式：网络视频直播+电话会议 3、远程网络及电话参与方式： （1）全景网"全景路演" 投 资 者 可 登 录 全 景 网 " 润 泽 科 技 2022 年 度 业 绩 ...