证券代码：300520 证券简称：科大国创 科大国创软件股份有限公司 GuoChuang Software Co.,Ltd. （合肥市高新区文曲路 355 号） 2023年度向特定对象发行股票 募集说明书 （注册稿） 保荐机构（主承销商） （安徽省合肥市梅山路 18 号） 二〇二三年八月 科大国创软件股份有限公司 募集说明书 发行人声明 发行人及董事会全体成员保证本募集说明书内容真实、准确、完整，并确 认不存在虚假记载、误导性陈述或重大遗漏。 证券监督管理机构及其他政府部门对本次发行所作的任何决定，均不表明 其对发行人所发行证券的价值或者投资人的收益作出实质性判断或者保证。任 何与之相反的声明均属虚假不实陈述。 根据《证券法》的规定，证券依法发行后，发行人经营与收益的变化，由 发行人自行负责，由此变化引致的投资风险，由投资者自行负责。 1-1-2 科大国创软件股份有限公司 募集说明书 重大事项提示 1、本次发行相关事项已经公司第四届董事会第十三次会议、2022 年年度 股东大会审议通过，已经深圳证券交易所审核通过。根据《公司法》《证券 法》《注册管理办法》等相关法律、法规和规范性文件的规定，本次发行尚需 中国 ...

证券代码：300520 证券简称：科大国创 公告编号：2023-68 科大国创软件股份有限公司 关于 2023 年度向特定对象发行股票申请 获得中国证券监督管理委员会同意注册批复的公告 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"）于近日收到中国证券监督管 理委员会出具的《关于同意科大国创软件股份有限公司向特定对象发行股票注册 的批复》（证监许可〔2023〕2049 号）（以下简称"批复"），现将批复主要内 容公告如下： 一、同意你公司向特定对象发行股票的注册申请。 1、联系部门：证券投资部 2、联系电话：0551-65396760 3、电子邮箱：zhengquanbu@ustcsoft.com 二、保荐机构：国元证券股份有限公司 特此公告。 二、你公司本次发行应严格按照报送深圳证券交易所的申报文件和发行方 案实施。 三、本批复自同意注册之日起 12 个月内有效。 四、自同意注册之日起至本次发行结束前，你公司如发生重大事项，应及时 报告深圳证券交易所并按有关规定处理。 公司董事会将根据上述批复和相关法律法规的要求及 ...

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Financial Performance - The company reported a total revenue of RMB 500 million for the first half of 2023, representing a year-on-year increase of 15%[18]. - The net profit attributable to shareholders for the same period was RMB 80 million, up 20% compared to the previous year[18]. - The company's operating revenue for the reporting period was ¥1,117,342,105.41, representing a year-on-year increase of 37.47% compared to ¥812,818,112.91 in the same period last year[24]. - The net profit attributable to shareholders decreased by 24.93% to ¥46,721,021.79 from ¥62,285,628.61 in the previous year[24]. - The net profit attributable to shareholders after deducting non-recurring gains and losses fell by 88.94% to ¥3,696,760.70 from ¥33,480,491.52 in the same period last year[24]. - The company's cash flow from operating activities improved by 23.43%, amounting to -¥158,750,798.26 compared to -¥207,317,486.04 in the previous year[24]. - The company's weighted average return on equity decreased to 3.15% from 4.08% in the previous year, a decline of 0.93%[24]. - The company reported a net profit of 2,534.27 million RMB for the first half of 2023, with a significant contribution from its subsidiaries[106]. - The net profit for the first half of 2023 was CNY 13,437,814.12, compared to CNY 27,292,490.78 in the first half of 2022, indicating a decrease of approximately 50.7%[191]. User Growth and Market Expansion - User data showed an increase in active users by 25%, reaching a total of 1.5 million users by June 30, 2023[18]. - Future guidance indicates an expected revenue growth of 10-15% for the second half of 2023, driven by market expansion and new product launches[18]. - The company is expanding its market presence, targeting a 20% increase in market share by the end of 2023[145]. - The company is focusing on expanding its digital products in the smart automotive and smart energy storage sectors, which are supported by national policies[110]. Research and Development - The company plans to invest RMB 100 million in R&D for new product development in the next fiscal year, focusing on AI and cloud computing technologies[18]. - The company aims to enhance its R&D investment to drive high-quality development amidst the growing demand for digital and intelligent solutions across industries[45]. - The company is focusing on product innovation and upgrading its BMS products to adapt to changing market demands in the new energy vehicle sector[58]. - The company is actively developing the "Star Cloud" GPT series products, targeting generative AI needs in various industries, including robotics and energy[62]. - The company has completed the construction of the "New Energy Vehicle Battery Management System R&D Center" and will permanently supplement working capital with 7.9734 million yuan of surplus raised funds[96]. Strategic Partnerships and Acquisitions - The company has initiated a strategic partnership with a leading tech firm to enhance its digital solutions offerings, aiming to capture a larger market share[18]. - The company is exploring potential acquisitions to strengthen its position in the digital transformation sector, with a target completion date by the end of 2023[18]. - Recent acquisitions are expected to enhance the company's technological capabilities, with an estimated impact of 1,200 million on overall revenue[145]. Operational Efficiency and Cost Management - No cash dividends will be distributed for this fiscal year, as the company aims to reinvest profits into growth initiatives[6]. - The company aims to reduce operational costs by 15% through efficiency improvements and technology upgrades[145]. - The company has established a robust supply chain management system to support its operational efficiency[146]. Market Trends and Industry Insights - The digital economy in China has experienced a compound annual growth rate of 14.2% from 2016 to 2022, highlighting its importance in modernizing the economy[44]. - The telecommunications industry achieved a total revenue of CNY 868.8 billion in the first half of 2023, reflecting a year-on-year growth of 6.2%[45]. - The automotive industry is a pillar of China's economy, with a target for new energy vehicle sales to reach 20% of total sales by 2025[48]. - The logistics industry is increasingly adopting technologies like 5G, big data, and artificial intelligence to improve efficiency and reduce costs[50]. Financial Management and Fundraising - The company plans to raise up to RMB 811.548 million through a private placement of shares for projects including data intelligence platform upgrades and digital marketing network construction[151]. - The company has received approval from the Shenzhen Stock Exchange for the private placement on August 9, 2023, pending registration approval from the China Securities Regulatory Commission[152]. - The total amount of raised funds is 16,485.88 million yuan, with 844.28 million yuan invested during the reporting period[90]. - The company has a remaining balance of 1,260.69 million yuan in the special account for raised funds, including net interest income of 330.98 million yuan[90]. Legal and Compliance - There were no major litigation or arbitration matters during the reporting period, indicating a stable legal environment for the company[129]. - The company has not engaged in any major contracts, including management, contracting, or leasing arrangements during the reporting period[138][139][140]. - The company is committed to maintaining transparency in its financial reporting and corporate governance practices[146]. Talent Management and Human Resources - The company has established a talent cultivation system and possesses a highly specialized workforce, but faces risks of talent loss due to increasing competition and rising human resource costs[110]. - The company has a strong incentive mechanism for talent acquisition, but may still face challenges in timely recruitment of suitable candidates[110]. - The company’s stock incentive plan has been revised to accommodate changes in employee performance and retention, reflecting its commitment to talent management[117].

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 2023 年 8 月 9 日收到深 圳证券交易所（以下简称"深交所"）上市审核中心出具的《关于科大国创软件股 份有限公司申请向特定对象发行股票的审核中心意见告知函》。深交所发行上市 审核机构对公司向特定对象发行股票的申请文件进行了审核，认为公司符合发行 条件、上市条件和信息披露要求，后续深交所将按规定报中国证券监督管理委员 会（以下简称"中国证监会"）履行相关注册程序。 公司本次向特定对象发行股票事项尚需获得中国证监会作出同意注册的决 定后方可实施，最终能否获得中国证监会作出同意注册的决定及其时间尚存在不 确定性。公司将根据该事项的进展情况及时履行信息披露义务，敬请广大投资者 注意投资风险。 证券代码：300520 证券简称：科大国创 公告编号：2023-57 科大国创软件股份有限公司 关于收到《关于科大国创软件股份有限公司申请向特定对 象发行股票的审核中心意见告知函》的公告 特此公告。 科大国创软件股份有限公司董事会 2023 年 8 月 9 日 ...

科大国创软件股份有限公司（以下简称"公司"）于 2023 年 4 月 16 日、2023 年 6 月 5 日分别召开第四届董事会第十一次会议、2022 年年度股东大会，审议 通过了《关于 2023 年度为下属公司提供担保额度的议案》，同意公司 2023 年度 为下属公司向业务相关方申请银行综合授信（包括但不限于办理流动资金贷款、 项目贷款、承兑汇票、信用证、保函、票据贴现、保理、出口押汇、外汇远期结 售汇以及衍生产品等相关业务）及日常经营需要时提供担保，担保额度不超过人 民币 133,000 万元，其中，公司为资产负债率低于 70%的下属公司提供担保的额 度为人民币 50,000 万元，为资产负债率为 70%以上的下属公司提供担保的额度 为人民币 83,000 万元。上述担保额度可循环使用，期限为自 2022 年年度股东大 会审议通过之日起十二个月。在上述额度范围内授权公司管理层具体实施相关事 宜，并授权董事长签署相关协议或文件；同时，董事长可根据实际经营需要，在 上述担保额度范围内，在符合要求的担保对象之间进行担保额度的调剂。具体内 容详见公司在巨潮资讯网（www.cninfo.com.cn）披露的相关公告 ...

Financial Performance - The company's revenue for Q1 2023 was ¥537,867,814.62, representing a 56.83% increase compared to ¥342,963,723.55 in the same period last year[5] - Net profit attributable to shareholders decreased by 89.88% to ¥2,383,027.40 from ¥23,558,931.43 year-on-year[5] - The total operating revenue for Q1 2023 was RMB 537,867,814.62, an increase of 56.7% compared to RMB 342,963,723.55 in the same period last year[19] - In Q1 2023, the company reported a net profit of CNY 4,067,205.58, a significant decrease of 82.6% compared to CNY 23,404,522.16 in the same period last year[20] - The company’s basic earnings per share (EPS) was CNY 0.010, down from CNY 0.097 in the same quarter last year[21] - The total comprehensive income for the period was CNY 3,996,417.71, a decrease of 82.7% compared to CNY 23,051,737.33 in Q1 2022[21] - The company's total operating profit was CNY 2,954,686.34, a decrease of 87.9% from CNY 24,462,849.03 in Q1 2022[20] Cash Flow and Assets - The net cash flow from operating activities was negative at ¥171,531,663.46, a 4.26% decline compared to the previous year[5] - The cash and cash equivalents at the end of Q1 2023 amounted to RMB 691,285,117.45, down from RMB 795,400,988.88 at the beginning of the year, indicating a decrease of approximately 13.1%[16] - The company's operating cash flow net amount was -CNY 171,531,663.46, slightly worse than -CNY 164,524,634.24 in the previous year[24] - The cash and cash equivalents at the end of the period were CNY 485,915,623.75, down from CNY 564,696,650.48 at the end of Q1 2022[24] - Total assets increased by 12.15% to ¥4,013,077,652.74 from ¥3,578,443,850.45 at the end of the previous year[5] - The total assets as of March 31, 2023, were RMB 4,013,077,652.74, slightly down from RMB 4,056,383,854.70 at the beginning of the year[18] Liabilities and Expenses - The total liabilities decreased to RMB 2,456,668,032.10 from RMB 2,505,846,578.60, a reduction of approximately 2.0%[18] - The total operating costs for Q1 2023 were RMB 562,914,694.69, up from RMB 351,492,340.72 in the previous year, reflecting a significant increase in costs[19] - The company incurred financial expenses of CNY 6,033,464.84, an increase of 1.9% from CNY 5,923,574.49 in the previous year[20] - The company reported a tax expense of -CNY 1,080,864.42, compared to a tax expense of CNY 1,054,167.84 in the same quarter last year[20] Investment and R&D - The company experienced a 62.25% decrease in receivables financing compared to the beginning of the period, mainly due to a reduction in bank acceptance bills[9] - Other current assets grew by 47.00% due to significant input tax credits related to the "Double Intelligence" base construction[9] - The company reported a significant decline in investment activities, with net cash flow from investing activities down 84.21% due to ongoing investments in the "Double Intelligence" base[9] - The company maintained high investment in R&D and market expansion in the "Double Intelligence" field despite the overall performance decline[8] - Research and development expenses amounted to CNY 65,346,137.99, a decrease of 1.4% from CNY 66,268,570.17 in Q1 2022[20] - The company has ongoing research and development efforts, although specific new products or technologies were not detailed in the report[19] Strategic Decisions - The decline in net profit was attributed to increased competition in the new energy vehicle sector and the product upgrade cycle affecting short-term development[7] - The company decided to terminate the plan for issuing shares to specific targets due to industry policy changes and business development considerations[14] - The company is focusing on strategic adjustments in response to market conditions, although specific strategies were not disclosed[14]

Financial Performance - The company reported an increase in operating revenue compared to the previous year, but faced a temporary net loss attributable to shareholders due to external adverse conditions and continued investment in the "dual intelligence" business[3]. - The company's operating revenue for 2022 was ¥2,400,127,414.94, representing a 39.56% increase compared to ¥1,719,839,340.01 in 2021[24]. - The net profit attributable to shareholders for 2022 was -¥57,871,356.79, a decrease of 155.33% from ¥104,588,251.03 in 2021[24]. - The net cash flow from operating activities improved to ¥11,761,764.53 in 2022, compared to -¥217,504,961.57 in 2021, marking a 105.41% increase[24]. - The total assets at the end of 2022 were ¥4,056,383,854.70, a 12.44% increase from ¥3,607,716,240.40 at the end of 2021[24]. - The basic earnings per share for 2022 was -¥0.24, down 157.14% from ¥0.42 in 2021[24]. - The weighted average return on net assets for 2022 was -3.94%, a decrease of 11.08% from 7.14% in 2021[24]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was -¥95,503,570.12 in 2022, a decline of 227.17% from ¥75,098,282.47 in 2021[24]. - The company reported a seasonal revenue pattern, with the fourth quarter contributing 44.06% of total annual revenue, highlighting a significant seasonal fluctuation[68]. - The company achieved a net profit attributable to shareholders of -57,871,356.79 yuan for the year 2022, while the parent company achieved a net profit of 23,677,296.19 yuan[185]. Investment and R&D - The company continues to invest in new product and technology development, although specific details were not disclosed in the provided content[3]. - The company is committed to increasing R&D investment to drive high-quality development and innovation[34]. - The company achieved a research and development investment of ¥286,112,735.14 in 2022, representing 11.92% of its operating revenue[87]. - The company is focusing on R&D investments in ADAS, vehicle-road-cloud collaborative systems, and energy storage systems to support long-term strategic development[54]. - The company has established a three-tier R&D system to focus on core technologies in data intelligence, high-reliability software, intelligent networking, and smart energy[134]. - The company is actively developing software-defined vehicles as a mainstream trend in the automotive market, enhancing collaboration between software and hardware[120]. - The company is committed to addressing the "bottleneck" issues in foundational software tools through innovative research and development efforts[124]. Market Outlook and Strategy - The company’s future development outlook includes a focus on market conditions and various factors that may affect the realization of its plans[3]. - The company plans to expand its capabilities into financial, legal, and military sectors, leveraging its strengths in data intelligence[37]. - The digital economy is expected to continue its strong growth momentum, supported by government policies and technological advancements[34]. - The company aims to leverage its "software-defined" and high-reliability software technology advantages to actively participate in market competition and achieve its "dual intelligence" development strategy[39]. - The company is focused on expanding its market presence through a combination of internal growth and external expansion, emphasizing the integration of products and services[127]. - The company plans to strengthen its market presence in the telecommunications, energy, transportation, finance, and government sectors, focusing on high-quality orders and large-scale projects[131]. - The company aims to achieve a revenue share driven by AI to increase to 36% by 2024, reflecting the growing importance of AI applications in business operations[119]. Risks and Challenges - The company acknowledges various risks including intensified market competition, seasonal fluctuations, core technology risks, human resources risks, and policy risks[4]. - The company warns investors to be aware of investment risks and to maintain a rational investment approach due to uncertainties in future development and operational plans[3]. - The company is at risk of core technology obsolescence if it fails to keep pace with rapid technological advancements[142]. - The company is vulnerable to talent loss due to increasing competition for skilled professionals in the software industry[142]. - Changes in national policies supporting the software industry could impact the company's operations and market demand[143]. Corporate Governance - The company’s financial report has been confirmed by its board of directors and management, ensuring the accuracy and completeness of the information presented[3]. - The board of directors consists of 9 members, including 3 independent directors, ensuring compliance with relevant laws and regulations[147]. - The company has implemented effective measures to ensure the independence of its supervisory board, which consists of 3 members, including 1 employee representative[148]. - The company has engaged in various investor relations activities, including meetings with 68 institutions to discuss business developments and future strategies[144]. - The company emphasizes strict compliance with information disclosure regulations, ensuring transparency and protecting shareholder rights[149]. - The company has established an independent financial accounting system, with no shared bank accounts or fund occupation by controlling shareholders[151]. Employee and Talent Management - The total number of employees at the end of the reporting period was 4,703, with 3,831 being technical personnel[179]. - The company has established a long-term incentive mechanism for core talents, including a partnership and restricted stock incentive plan[180]. - The total employee compensation for the reporting period was 81,275.73 million yuan, accounting for 31.79% of the total operating costs[180]. - The company has implemented various targeted training programs to enhance employee skills and career development[181]. - The number of R&D personnel increased to 1,401 in 2022, a growth of 10.05% compared to 1,273 in 2021[87]. Product Development and Innovation - The company has developed a series of core products based on its independent technology platform, widely applied in various sectors including telecommunications, smart connected vehicles, and smart energy[41]. - The company’s intelligent software and hardware products include smart BMS, PACK systems, and ADAS, which leverage advanced data intelligence technologies to improve efficiency and reliability in electric vehicle applications[44]. - The company has successfully launched the FCS100 product, an intelligent forward monocular camera system, which supports L0 to L2 assisted driving functions and has achieved mass production delivery[45]. - The ADS200 product, an autonomous driving domain controller, is currently under development and integrates high-resolution forward and surround vision perception algorithms for precise driving environment recognition[45]. - The company is committed to developing intelligent BMS and energy management systems, targeting the growing market for new energy vehicles and energy storage solutions[128]. Financial Management - The company has implemented measures to enhance financial control and analysis to enhance economic efficiency[139]. - The company’s management compensation is closely tied to performance and market value, incorporating both base and performance-based salaries[191]. - The company maintained effective internal control over financial reporting as of December 31, 2022, according to the internal control audit report[196]. - The internal control evaluation included all significant aspects of the company's operations, ensuring comprehensive oversight[196].

证券代码：300520 证券简称：科大国创 公告编号：2023-30 科大国创软件股份有限公司 关于举办 2022 年度网上业绩说明会的公告 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"）《2022 年年度报告》已于 2023 年 4 月 18 日披露，为便于广大投资者更深入、全面的了解公司经营情况和 发展战略，公司将于 2023 年 4 月 28 日（星期五）下午 15：00-17：00 在深圳证 券交易所"互动易"平台举办 2022 年度网上业绩说明会。本次说明会将采用网络 远程方式举行，投资者可登陆"互动易"平台（http://irm.cninfo.com.cn），进入"云 访谈"栏目参与本次业绩说明会。 出席本次年度网上业绩说明会的人员有：董事长、总经理董永东先生，董事、 董事会秘书储士升先生，财务总监汪全贵先生，独立董事李姚矿先生等。 为充分尊重投资者、提升交流的针对性，现就公司 2022 年度业绩说明会提 前向投资者公开征集问题，广泛听取投资者的意见和建议。投资者可提前登录"互 动易"平台（http:/ ...