本所律师同意将本法律意见书随本次股东大会决议一起予以公告，并依法对 本法律意见书承担相应的责任。 本所律师根据《规则》第五条的要求，按照律师行业公认的业务标准、道德 规范和勤勉尽责精神，对公司提供的有关文件和有关事项进行了核查和验证，并 指派律师出席了本次股东大会。现出具法律意见如下： 一、本次股东大会的召集、召开程序和召集人的资格 1、经本所律师查验，本次股东大会由 2024 年 8 月 26 日召开的公司第五届 董事会第二次会议决定召开。公司董事会于 2024 年 8 月 27 日在中国证监会指定 的信息披露媒体上以公告形式刊登了关于召开本次股东大会的通知。 上海金茂凯德（北京）律师事务所 关于中科创达软件股份有限公司 2024 年第三次临时股东大会的法律意见书 致：中科创达软件股份有限公司 上海金茂凯德（北京）律师事务所（以下简称"本所"）接受中科创达软件股 份有限公司（以下简称"公司"）委托，根据《中华人民共和国证券法》（以下简 称"《证券法》"）、《中华人民共和国公司法》（以下简称"《公司法》"）、《上 市公司股东大会规则》（以下简称"《规则》"）、《深圳证券交易所上市公司股 东大会网络投票实施细则 ...

Investment Rating - The report maintains a "Strong Buy" rating for the company [3][8]. Core Views - The company is currently experiencing pressure on revenue and gross profit, with smart automotive becoming the primary revenue source, while the smart IoT business is expected to create a new growth curve driven by edge intelligence development [3][4]. - The company reported a revenue of 2.401 billion yuan in the first half of 2024, a decrease of 3.39% year-on-year, with a net profit attributable to shareholders of 104 million yuan, down 73.10% year-on-year [2][8]. - The smart automotive segment generated revenue of 1.102 billion yuan, accounting for 45.91% of total revenue, with a year-on-year growth of 4.34% [3][8]. - The smart software segment saw a revenue decline of 17.67% year-on-year, contributing 31.69% to total revenue [3][8]. - The smart IoT segment achieved a revenue of 538 million yuan, a year-on-year increase of 6.59%, representing 22.40% of total revenue [3][8]. Financial Performance Summary - The company’s operating cash flow was 288 million yuan, down 30.30% year-on-year, indicating better performance than net profit due to a decrease in receivables and amortization of intangible assets [8]. - The company forecasts net profits of 378 million yuan, 636 million yuan, and 900 million yuan for 2024, 2025, and 2026 respectively, with corresponding PE ratios of 42, 25, and 18 times [8][9]. - The gross profit margin is projected to be 36.74% in 2024, slightly declining from previous years [9][10]. Future Outlook - The company is expected to benefit from the integration of AI technologies and edge products, which will enhance its position in the smart IoT market [3][8]. - The report emphasizes the importance of the company's software capabilities and open ecosystem in mitigating risks and creating differentiated competitive advantages [8][10].

Investment Rating - The report maintains a "Strong Buy" rating for the company [3][8]. Core Views - The company is currently experiencing pressure on revenue and gross profit, with smart automotive becoming the primary revenue source, while the smart IoT business is expected to create a new growth curve driven by edge intelligence development [3][4]. - The company reported a revenue of 2.401 billion yuan in the first half of 2024, a decrease of 3.39% year-on-year, with a net profit attributable to shareholders of 104 million yuan, down 73.10% year-on-year [2][3]. - The smart automotive segment generated revenue of 1.102 billion yuan, accounting for 45.91% of total revenue, showing a year-on-year growth of 4.34% [3][4]. - The smart software segment reported revenue of 761 million yuan, down 17.67% year-on-year, while the smart IoT segment achieved revenue of 538 million yuan, up 6.59% year-on-year [3][4]. Financial Performance Summary - The company’s operating cash flow was 288 million yuan, down 30.30% year-on-year, indicating better performance compared to net profit [8]. - The company’s gross margin is under pressure, with the smart automotive segment maintaining a gross margin of 44.65%, a slight decrease of 0.42 percentage points year-on-year [3][4]. - The company expects net profits for 2024, 2025, and 2026 to be 378 million yuan, 636 million yuan, and 900 million yuan respectively, with corresponding PE ratios of 42, 25, and 18 times [8][9]. Future Outlook - The company is focusing on continuous investment in sales and R&D, particularly in core technologies and innovation in edge intelligence [6][8]. - The report highlights the potential for growth in the edge intelligence sector as AI technology matures and market recognition increases [3][4].

Investment Rating - The investment rating for the company is "Buy - A" with a target price of 43 CNY for the next six months [5][10]. Core Views - The report highlights that the company's revenue for the first half of 2024 was 2.401 billion CNY, a year-on-year decrease of 3.39%, and the net profit attributable to shareholders was 104 million CNY, down 73.10% year-on-year [2][3]. - The decline in gross profit margin is a significant factor affecting performance, with a gross margin of 36.80%, down 4.49 percentage points from the previous year [3]. - The company is focusing on opportunities in edge AI and robotics, which are expected to drive future growth [4][10]. Revenue Analysis - The smart automotive segment generated 1.102 billion CNY in revenue, growing by 4.34% year-on-year, although growth has slowed due to longer acceptance cycles from downstream manufacturers [3]. - The smart IoT business achieved 538 million CNY in revenue, up 6.59% year-on-year, driven by enhanced competitiveness in edge intelligent scenarios and industrial automation [3]. - The smart software segment saw a revenue decline of 17.67% year-on-year, totaling 761 million CNY, primarily due to slow recovery in the downstream mobile phone industry and intense competition in the mid-to-low-end market [3]. Profitability Analysis - The company's gross profit margin decreased due to a higher proportion of lower-margin IoT business and increased competition [3]. - R&D expenses rose by 11.94% year-on-year to 52.898 million CNY, reflecting ongoing investments in robotics and global business expansion [3]. - Operating expenses increased by 31.52% year-on-year, amounting to 23.025 million CNY, further impacting profitability [3]. Future Outlook - The company is well-positioned to benefit from the AI wave, with advantages in large models, customer resources, and engineering experience [4]. - The launch of Qualcomm's Snapdragon 8 Gen 3 mobile chip, designed for generative AI, is expected to create significant demand for edge AI applications [4]. - The establishment of the robotics team, focusing on industrial mobile robots, is part of the company's strategic planning for future growth [4]. Financial Projections - Revenue projections for 2024, 2025, and 2026 are 5.365 billion CNY, 6.189 billion CNY, and 7.625 billion CNY, respectively [10]. - Net profit forecasts for the same years are 397 million CNY, 539 million CNY, and 694 million CNY, respectively [10].

Investment Rating - The investment rating for the company is not explicitly stated in the provided content, but it suggests a continuous focus on monitoring the company due to its position as a leading global intelligent operating system provider and the opportunities in the edge AI market [6][9]. Core Viewpoints - The company reported a revenue of 2.401 billion yuan in the first half of 2024, a year-on-year decrease of 3.39%, with a net profit attributable to shareholders of 104 million yuan, down 73.10% year-on-year [9]. - The gross profit margin decreased to 36.80%, down 4.49 percentage points year-on-year, indicating pressure on profitability [9]. - The company is focusing on its "operating system + edge intelligence" strategy and expanding its global business, with overseas revenue reaching 859 million yuan, a year-on-year increase of 14.20% [9]. Financial Performance Summary - In the first half of 2024, the company achieved a revenue of 2.401 billion yuan, with a net profit of 104 million yuan, and a gross margin of 36.80% [9]. - For the second quarter of 2024, revenue was 1.223 billion yuan, a decline of 7.27% year-on-year, with a net profit of 14 million yuan, down 93.80% year-on-year [9]. - The company’s revenue projections for 2024-2026 are adjusted to 5.342 billion yuan, 5.889 billion yuan, and 6.726 billion yuan, with corresponding year-on-year growth rates of 1.90%, 10.24%, and 14.22% [9][10]. Business Segment Analysis - The intelligent software segment reported revenue of 761 million yuan, down 17.67% year-on-year, while the intelligent automotive segment saw revenue of 1.102 billion yuan, up 4.34% year-on-year [9]. - The intelligent IoT segment generated revenue of 538 million yuan, reflecting a growth of 6.59% year-on-year, benefiting from the recovery in industry intelligence [9]. - The company is actively developing innovative products in robotics, vehicle operating systems, AI mobile phones, and AI PCs, which positions it well in the market [9].

Investment Rating - The investment rating for the company is "Buy," maintaining the previous rating of "Buy" [1]. Core Views - The company's revenue for the first half of 2024 was CNY 2.401 billion, a year-on-year decrease of 3.39%, while the net profit attributable to the parent company was CNY 104 million, down 73.10% year-on-year [1]. - The company is facing pressure on performance due to downstream demand, but its overseas business is maintaining growth [1]. - The company is increasing its investment in edge intelligence, aiming to enhance its core capabilities in smart terminals [1][2]. Summary by Sections Financial Performance - In Q2 2024, the company achieved revenue of CNY 1.223 billion, a year-on-year decrease of 7.27%, and a net profit of CNY 14 million, down 93.80% year-on-year [1]. - The gross margin decreased by 4.49 percentage points compared to the same period last year [1]. - The smart automotive segment generated revenue of CNY 1.102 billion, up 4.34% year-on-year, while the smart software segment saw revenue drop by 17.67% [1]. - The company’s revenue from domestic markets was CNY 1.542 billion, down 11.02% year-on-year, while revenue from Europe and the US was CNY 440 million, up 2.58% [1]. Research and Development - R&D expenses increased by CNY 52.898 million in the first half of 2024, a rise of 11.94% year-on-year [1]. - The company is focusing on edge intelligence, with plans to integrate existing products and technologies into this area [1]. Market Outlook - The company is expected to benefit from the ongoing trend of automotive intelligence, with projected EPS for 2024-2026 at CNY 0.57, CNY 1.12, and CNY 1.40, respectively [2]. - The P/E ratios for the same period are projected to be 57.94, 29.29, and 23.41 [2].

Investment Rating - The investment rating for the company is "Outperform the Market" [4][8] Core Views - The company is experiencing profit pressure due to global expansion, with a revenue of 2.401 billion (down 3.39%) and a net profit of 104 million (down 73.10%) in the first half of 2024. The non-recurring net profit is 88 million (down 75.23%) [5][8] - The company is increasing its R&D investment in edge AI, with a focus on operating systems and edge intelligence, achieving breakthroughs in areas such as vehicle operating systems and mobile robot platforms [5][8] - The company has established extensive chip ecosystem collaborations, including partnerships with Qualcomm and Luxshare Precision, to enhance its growth trajectory [5][8] Financial Performance Summary - In H1 2024, the company's revenue from intelligent software was 761 million (down 17.67%), intelligent automotive was 1.102 billion (up 4.34%), and IoT was 538 million (up 6.59%). Overseas revenue reached 859 million (up 14.20%) [5][8] - The gross margin for H1 2024 was 36.80%, a decrease of 4.49 percentage points. The expense ratios for sales, management, and R&D were 4.34%, 9.63%, and 20.66%, respectively, showing year-on-year increases [5][8] - The company has adjusted its profit forecasts for 2024-2026, expecting net profits of 470 million, 668 million, and 1.117 billion, respectively, with corresponding PE ratios of 50, 35, and 21 [8][9]

证券代码：300496 证券简称：中科创达 公告编号：2024-068 中科创达软件股份有限公司 关于控股股东部分股份补充质押的公告 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。 中科创达软件股份有限公司（以下称"公司"）近日接到控股股东赵鸿飞先生告知，获悉 赵鸿飞先生已将其所持有的公司部分股份办理了补充质押。截至本公告披露日，赵鸿飞先生 累计质押股份 1,094 万股,占其所持公司股份 8.94%。具体事项如下： 一、股东股份质押的基本情况 1、本次股东股份补充质押基本情况 | 是 否 | 为 控 | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 股股 | 东 或 | 占其 | 是否 | 占公 | | | | | | | | | | 本次质 | 股东 | 第 一 | 所持 | 是否为 | 为补 | 质押起始 | 质押到期 | 质押 | 司总 | 押数量 | 质权人 | | | 名称 | 大 股 | ...

Investment Rating - The report maintains a "Strong Buy" rating for the company, with a target price of 46.35 CNY per share, compared to the current price of 32.30 CNY [2][3]. Core Views - The company's performance is under short-term pressure, with a focus on increasing R&D investments in cutting-edge AI technologies [2][3]. - Revenue for the first half of 2024 is reported at 2.401 billion CNY, a year-on-year decrease of 3.39%, while net profit attributable to shareholders is 104 million CNY, down 73.10% year-on-year [2][3]. - The company is experiencing challenges in its software and automotive segments, while the IoT segment shows steady growth [3]. Business Segment Summary - **Intelligent Software**: Revenue of 761 million CNY, down 17.67% year-on-year, affected by competitive pressures in the mid-to-low-end smartphone market [3]. - **Intelligent Automotive**: Revenue of 1.102 billion CNY, up 4.34% year-on-year, but growth is temporarily slowed due to longer acceptance cycles from automotive manufacturers [3]. - **Intelligent IoT**: Revenue of 538 million CNY, up 6.59% year-on-year, benefiting from the ongoing implementation of smart solutions in various industries [3]. - The company achieved overseas revenue of 859 million CNY in the first half of 2024, a year-on-year increase of 14.20% [3]. Financial Metrics Summary - Gross margin for the first half of 2024 is reported at 36.80%, down 4.49 percentage points year-on-year, with a net margin of 4.14%, down 9.29 percentage points year-on-year [3]. - R&D expenses are increasing, reflecting strategic investments in key areas such as operating systems for vehicles and industrial robots [3]. - Revenue projections for 2024 to 2026 are 5.483 billion CNY, 6.434 billion CNY, and 7.432 billion CNY, with growth rates of 4.6%, 17.3%, and 15.5% respectively [4]. Valuation and Price Target - The company is valued at a 45 times price-to-earnings ratio for 2024, leading to a target price of 46.35 CNY per share, reflecting a premium due to its leadership in intelligent operating systems [3].

Investment Rating - The report maintains a "Strong Buy" rating for the company, expecting the stock to outperform the market by more than 20% within the next six months [3][12]. Core Views - The company faced pressure in its performance during the first half of 2024, with a revenue of 2.401 billion yuan, a year-on-year decrease of 3.39%, and a net profit of 104 million yuan, down 73.10% year-on-year [4][5]. - Despite the current challenges, the company is optimistic about future growth opportunities in the smart automotive sector and edge intelligence, which are expected to drive new revenue streams [5][7]. Summary by Sections Company Overview - The company operates in the computer industry and has a total share capital of 459 million shares, with a major shareholder holding 26.64% [2]. Financial Performance - In the first half of 2024, the company reported a revenue of 2.401 billion yuan, with domestic revenue declining by 11.02% to 1.542 billion yuan, while overseas revenue increased by 14.20% to 859 million yuan [5]. - The gross profit margin decreased by 4.49 percentage points compared to the previous year, leading to a gross profit reduction of approximately 142.66 million yuan [5]. - The company’s net profit forecast for 2024-2026 has been adjusted to 513 million yuan, 658 million yuan, and 855 million yuan respectively, with corresponding EPS of 1.12 yuan, 1.43 yuan, and 1.86 yuan [7][8]. Business Segments - The smart automotive business generated 1.102 billion yuan in revenue, a year-on-year increase of 4.34%, despite a slowdown due to longer acceptance cycles from automotive manufacturers [5][6]. - The smart IoT business line achieved a revenue of 538 million yuan, reflecting a growth of 6.59% year-on-year, driven by advancements in edge intelligence and industrial automation [6]. - The smart software segment saw a decline in revenue to 761 million yuan, down 17.67% year-on-year, attributed to the competitive environment in the smartphone industry [6]. Future Outlook - The company is focusing on expanding its global business and enhancing its smart automotive and edge intelligence capabilities, which are expected to be significant growth drivers in the coming years [6][7].