上海君澜律师事务所 关于 科大国创软件股份有限公司 2024 年限制性股票激励计划 上海君澜律师事务所 法律意见书 上海君澜律师事务所 关于科大国创软件股份有限公司 作废部分限制性股票及 首次授予部分限制性股票第一个归属期归属条件成就 之 法律意见书 二〇二五年四月 对本法律意见书，本所律师声明如下： （一）本所律师依据《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《律师事务所证券法律业务执业规则（试行）》等规定及 本法律意见书出具日以前已经发生或者存在的事实，严格履行了法定职责，遵 循了勤勉尽责和诚实信用原则，进行了充分的核查验证，保证本法律意见所认 定的事实真实、准确、完整，所发表的结论性意见合法、准确，不存在虚假记 载、误导性陈述或者重大遗漏，并承担相应法律责任。 （二）本所已得到科大国创如下保证：科大国创向本所律师提供了为出具 本法律意见书所必需的全部文件，所有文件真实、完整、合法、有效，所有文 件的副本或复印件均与正本或原件相符，所有文件上的签名、印章均为真实； 且一切足以影响本所律师作出法律判断的事实和文件均已披露，并无任何隐瞒、 2 上海君澜律师事务所 法律意见书 2024 ...

2024 年度营业收入扣除情况的 专项审核报告 科大国创软件股份有限公司 容诚专字[2025]230Z1391 号 容诚会计师事务所(特殊普通合伙) 中国·北京 | | | | 序号 | 内 | 容 | 页码 | | --- | --- | --- | --- | | 1 | 营业收入扣除情况的专项审核报告 | | 1-3 | | 2 | 营业收入扣除情况表 | | 4 | 容诚会计师事务所（特殊普通合伙） 总所：北京市西城区阜成门外大街 22 号 1 幢 10 层 1001-1 至 1001-26 (100037) TEL:010-6600 1391 FAX:010-6600 1392 E-mail:bj@rsmchina.com.cn https://www.rsm.global/china/ 关于科大国创软件股份有限公司 2024 年度营业收入扣除情况的专项审核报告 科大国创软件股份有限公司全体股东： 我们接受委托，按照中国注册会计师审计准则审计了科大国创软件股份有限 公司（以下简称科大国创）2024 年度财务报表，并于 2025 年 4 月 27 日出具了容 诚审字[2025]230Z0232 号的无 ...

Financial Performance - The company's operating revenue for Q1 2025 was ¥242.63 million, a decrease of 21.19% compared to ¥307.84 million in the same period last year[5]. - The net profit attributable to shareholders was -¥27.39 million, a decline of 565.40% from a profit of ¥5.89 million in the previous year[5]. - The net loss for the current period was ¥35,006,792.67, compared to a net profit of ¥6,985,890.58 in the previous period, indicating a significant decline in profitability[21]. - The weighted average return on equity was -1.48%, a decrease of 1.79% compared to the previous year[5]. - Basic and diluted earnings per share for the current period were both -¥0.09, compared to ¥0.02 in the previous period[21]. Cash Flow and Liquidity - The net cash flow from operating activities improved by 87.68%, reaching -¥30.07 million compared to -¥243.98 million in the same period last year[5]. - Total cash inflow from operating activities was $495.11 million, while cash outflow was $525.18 million, resulting in a net cash flow from operating activities of -$30.07 million[24]. - The ending balance of cash and cash equivalents was $694.17 million, down from $1.22 billion in the previous period[25]. - The company received $412.69 million from sales of goods and services, showing a slight increase compared to $412.72 million previously[24]. - The company paid $352.48 million for goods and services, an increase from $286.25 million in the previous period[24]. - The company reported a decrease in cash paid to employees, totaling $133.66 million, compared to $182.18 million previously[24]. Assets and Liabilities - The total assets at the end of the reporting period were ¥4.44 billion, down 2.67% from ¥4.57 billion at the end of the previous year[5]. - Total liabilities decreased to ¥2,502,747,256.15 from ¥2,586,062,756.84, reflecting a decline of about 3.2%[19]. - The total equity attributable to shareholders decreased to ¥1,838,719,781.42 from ¥1,884,180,911.03, a decrease of approximately 2.4%[19]. - The company's cash and cash equivalents decreased to ¥1,019,987,411.86 from ¥1,103,864,976.19, representing a decline of approximately 7.6%[17]. - Accounts receivable decreased to ¥831,700,849.90 from ¥898,393,083.84, a reduction of about 7.4%[17]. - Inventory increased significantly to ¥405,023,624.87 from ¥326,503,911.13, marking an increase of approximately 24%[17]. - Total current assets decreased to ¥2,620,541,950.27 from ¥2,829,764,028.36, reflecting a decline of around 7.4%[17]. - Long-term equity investments slightly decreased to ¥100,543,828.66 from ¥101,159,955.53, a decrease of about 0.6%[17]. Operational Insights - The company secured high-quality orders in key industries, including projects for China Telecom and China Unicom, indicating ongoing market expansion efforts[10]. - The digital logistics supply chain business faced challenges due to bad debt provisions, impacting overall profitability[9]. - The company is focusing on optimizing resource allocation and enhancing operational efficiency to improve future performance[10]. - The company plans to continue investing in core products and technologies, including BMS and PACK, to drive future growth[10]. Shareholder Information - The company reported a total of 1,630,000 shares held in the repurchase special account as of the end of the reporting period[14]. - The top ten shareholders include Hefei Guochuang Intelligent Technology Co., Ltd. with 55,897,439 shares, representing a significant portion of the company's equity[14]. - The company has not reported any changes in the participation of major shareholders in margin financing and securities lending activities[15]. Accounting and Reporting - The company did not execute any new accounting standards adjustments for the first quarter report, which was not audited[26]. - The cash flow statement details are not provided, indicating a need for further analysis in future reports[22]. - The company's total liabilities and equity figures are not provided in the extracted data, indicating a need for further financial details[16].

Financial Performance - The company reported a net loss attributable to shareholders due to significant bad debt provisions in the digital logistics supply chain business and ongoing investments in digital new energy products and high-trust software core technologies [4]. - The company plans to not distribute cash dividends, issue bonus shares, or increase share capital from reserves [8]. - The company's operating revenue for 2024 was ¥1,900,012,945.97, a decrease of 24.45% compared to ¥2,514,895,062.95 in 2023 [21]. - The net profit attributable to shareholders for 2024 was -¥8,232,226.50, showing a significant improvement of 97.84% from -¥380,330,379.31 in 2023 [21]. - The net cash flow from operating activities for 2024 was ¥13,834,832.67, a turnaround of 104.17% from -¥331,419,514.03 in 2023 [21]. - The total assets at the end of 2024 were ¥4,566,325,253.36, a decrease of 2.58% from ¥4,687,092,518.87 at the end of 2023 [21]. - The company reported a basic earnings per share of -¥0.03 for 2024, an improvement of 98.03% from -¥1.52 in 2023 [21]. - The company achieved operating revenue of 1,900.13 million yuan, a decrease of 24.45% compared to the same period last year, primarily due to the optimization of the digital logistics supply chain business structure [58]. - The net profit attributable to shareholders was -8.23 million yuan, significantly reducing losses compared to the previous year, driven by steady development in the digital application business and improved project delivery quality [58]. Business Strategy and Operations - The company maintains that its core competitiveness and main business have not experienced significant adverse changes during the reporting period [4]. - The company emphasizes that there are no major risks to its ongoing operations, despite external environmental changes and intensified market competition [4]. - The company is focused on optimizing and adjusting parts of its business structure to enhance business quality and operational efficiency [4]. - The company has three main business segments: digital applications, digital products, and digital operations, driving the national data-driven intelligent transformation [39]. - The company is actively pursuing digital transformation opportunities in key sectors such as telecommunications, energy, and transportation, leveraging AI technologies [57]. - The company is focusing on expanding its AI+ product offerings, leveraging its extensive industry experience and data intelligence capabilities to meet diverse market needs [44]. - The company is committed to advancing the construction of national data infrastructure and trusted data spaces, which will further drive the development of the digital economy [116]. - The company is focusing on the dual strategy of "smart cars + smart energy storage," leveraging software technology to enhance system stability and support sustainable development [117]. Risk Management - The company acknowledges various risks including intensified market competition, seasonal fluctuations, core technology risks, accounts receivable risks, human resources risks, and policy risks [7]. - The company is enhancing its risk control measures and improving the collection of overdue receivables in its digital logistics supply chain business [63]. - The company faces intensified market competition due to the increasing number of participants in the software and information technology services industry, necessitating continuous enhancement in product development and customer service [135]. - The company experiences seasonal revenue fluctuations, with a significant portion of income concentrated in the second half of the year due to the nature of its clients, which may impact cash flow and profitability [135]. Research and Development - The company has accumulated over 1,200 patents and software copyrights, showcasing its strong innovation capabilities in core technologies [54]. - The company is advancing its research and development in high-trust software and intelligent battery management systems, with a focus on domestic product upgrades [64][65]. - The company is committed to research and development, with multiple ongoing projects funded by national science foundations [158]. - The company is focusing on high-trust software verification products, led by Ji Jinlong, who has significant expertise in this area [156]. Market Trends and Opportunities - The software and information technology services industry in China saw a revenue increase of 10.0% year-on-year, reaching ¥1,372.76 billion in 2024 [30]. - The government has initiated the "Artificial Intelligence+" action plan, which is expected to accelerate the development of the digital economy and support the application of large models [31]. - The company has identified opportunities in the digital economy, particularly in artificial intelligence and data resource development, which are expected to drive future growth [31]. - The telecommunications industry in China is projected to achieve a revenue of CNY 1.74 trillion in 2024, representing a year-on-year growth of 3.2% [32]. Corporate Governance - The company has established a complete financial accounting system, ensuring independence from the controlling shareholder in financial decision-making [147]. - The company maintains a clear separation of assets, personnel, and business operations from its controlling shareholder, ensuring independent operation [146]. - The board of directors consists of 9 members, including 3 independent directors, complying with relevant laws and regulations [143]. - The company has implemented a comprehensive performance evaluation and incentive mechanism to support its development goals [144]. - The company prioritizes information disclosure and investor relations management, ensuring transparency and compliance with regulations [145]. Employee Management - The total number of employees at the end of the reporting period was 3,278, with 851 in the parent company and 2,427 in major subsidiaries [174]. - The total employee compensation for the reporting period was approximately ¥813.48 million, accounting for 42.37% of the total operating costs [176]. - The company has implemented a long-term incentive mechanism to attract and retain core talent, including a partnership and restricted stock incentive plan [176]. - The employee training program emphasizes a multi-level development system, including standardized onboarding and management training [177]. Financial Management - The company is committed to strengthening financial control and improving fund utilization efficiency, with a focus on budget management and operational analysis [134]. - The company has not engaged in any securities or derivative investments during the reporting period [103][104]. - The company has established a clear strategy for market expansion and product development, although specific figures were not disclosed in the provided content [198]. Innovation and Technology - The company is actively involved in the development of new technologies and products, particularly in the fields of IT and digital solutions [160]. - The company is exploring potential mergers and acquisitions to enhance its market position and technological capabilities [160]. - The company is enhancing its smart ETC issuance scale and optimizing its digital logistics supply chain business structure to improve user experience and operational quality [130]. Social Responsibility - The company integrates social responsibility into its culture, contributing to the digital economy and participating in various public welfare activities, such as the "Walking for Love" initiative [194]. - The company has not yet initiated poverty alleviation or rural revitalization efforts during the reporting period [195].

注：上表中相关数据合计数与各明细数直接相加之和在尾数存在差异系由四舍五入所致。 登录新浪财经APP 搜索【信披】查看更多考评等级 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。 科大国创软件股份有限公司（以下简称"公司"）于近日接到公司实际控制人董永东先生通知，获悉董永 东先生将其持有的公司部分股份办理了解除质押及质押业务。现将相关情况说明如下： 一、股东股份解除质押的基本情况 ■ ■ 注：本公告中所述限售股份不包括高管锁定股。 四、其他情况说明 董永东先生及其一致行动人资信状况良好，具备相应的资金偿还能力，由此产生的质押风险在可控范围 之内。董永东先生及其一致行动人所质押的公司股份目前不存在平仓风险，不会对公司经营和公司治理 产生重大不利影响，不存在负担业绩补偿义务的情况。公司将持续关注董永东先生及其一致行动人股份 质押及质押风险情况，并按规定及时履行信息披露义务。 二、股东股份质押的基本情况 ■ 三、股东股份累计被质押的情况 截至本公告披露日，董永东及其一致行动人合肥国创智能科技有限公司（以下简称"合肥国创"）所持质 押股份情况如下： 五、备查文件 1、中 ...

证券代码：300520 证券简称：科大国创 公告编号：2025-10 科大国创软件股份有限公司 关于股东部分股份解除质押及质押的公告 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。 科大国创软件股份有限公司（以下简称"公司"）于近日接到公司实际控制人 董永东先生通知，获悉董永东先生将其持有的公司部分股份办理了解除质押及质 押业务。现将相关情况说明如下： 注：上表中相关数据合计数与各明细数直接相加之和在尾数存在差异系由四舍五入所致。 二、股东股份质押的基本情况 | | 是否为控股 | | 占其所持 | 占公司总 | | 是否为 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 股东 名称 | 股东或第一 大股东及其 | 本次质押 数量（股） | 股份比例 | 股本比例 | 是否为 限售股 | 补充质 | 质押 起始日 | | 质押 到期日 | | 质权人 | 质押 用途 | | | 一致行动人 | | （%） | （%） ...

Core Viewpoint - Keda Guokuan (科大国创) has significantly revised its 2024 performance forecast downward, now expecting a net loss of 5 to 10 million yuan, compared to the previous profit estimate of 22 to 33 million yuan [1][2] Group 1: Performance Revision - The company initially projected a net profit of 22 to 33 million yuan for 2024, reversing from a loss of 380 million yuan in the previous year [1] - The revised forecast indicates a net loss of 5 to 10 million yuan and a non-recurring loss of 42 to 47 million yuan [1][2] - The revision is attributed to overdue accounts receivable from certain clients and unexpected litigation, leading to a reassessment of the recoverability of these receivables [1][2] Group 2: Business Operations and Legal Issues - The issues stem from the company's digital logistics supply chain business, where overdue accounts and litigation have arisen [2] - As of April 7, the company reported a total of 230 million yuan in litigation and arbitration cases, accounting for 12.26% of its latest audited net assets [2] - The company has been actively pursuing legal action to recover overdue payments, with a total of 9630.13 million yuan in impairment provisions for accounts receivable recorded in the first three quarters of 2024 [3]

深圳商报·读创客户端记者 马强 科大国创（300520）的4.8万余股东可能会有点小郁闷：一觉醒来，公司的2024年预盈公告被修正为预亏了！ 4月21日晚间，科大国创（300520）发布公告，修正了2024年度业绩预告。根据公告，修正后的预计归母净利润为亏损500万元至1000万元，而此前的预告 为盈利2200万元至3300万元。此外，扣除非经常性损益后的净利润修正为亏损4200万元至4700万元，原预计为亏损800万元至1600万元。 | 项目 | 本报告期 | | 上年同期 | 是否进 | | --- | --- | --- | --- | --- | | | 厦预计 | 最新预计 | | 行修正 | | 归属于上市 公司股东的 净利润 | 盈利:2.200万 元一3,300 万元 | 亏损:500万元 一1,000 万元 | 亏损:38.033.04 万元 | 是 | | 扣除非经常 性损益后的 净利润 | 亏损:800万元 一1,600 万元 | 亏损:4,200万元 一4,700 万元 | 亏损:44,264.93 万元 | 是 | 公告表示，业绩修正的主要原因是：公司在发布2024年度业绩预告后， ...

Financial Performance Forecast - The company expects a net profit attributable to shareholders of between 22 million and 33 million yuan for the year 2024, a significant recovery from a loss of 38.03 million yuan in the same period last year[3] - The net profit after deducting non-recurring gains and losses is projected to be a loss of between 8 million and 16 million yuan, compared to a loss of 44.26 million yuan in the previous year[3] - Non-recurring gains and losses are expected to impact net profit by approximately 38 million to 41 million yuan[6] Operational Improvements - The improvement in net profit is attributed to enhanced operational control and business structure optimization, leading to a steady recovery in operational performance[5] - The company emphasizes the importance of operational quality and efficiency in its ongoing business strategies[5] Business Segment Performance - The digital application business has seen significant profit growth compared to the previous year, driven by the expansion of "AI+" initiatives in key industries such as telecommunications and electricity[6] - The digital product business has shown recovery due to the scale sales of key models and the expansion of new customers, although some new energy products have not yet contributed profit this period[6] - The number of users on the smart ETC business platform continues to increase, contributing to overall performance growth despite a significant revenue decrease in the logistics supply chain[6] Communication and Reporting - The company has communicated with its auditing firm regarding the performance forecast, and there are no significant discrepancies reported[4] - The detailed financial data for 2024 will be disclosed in the annual report, urging investors to make cautious decisions[7]