证券代码：300551 证券简称：古鳌科技 公告编号：2025-058 上海古鳌电子科技股份有限公司 4、会议召开时间： 现场会议时间：2025 年 9 月 15 日（星期一）14:30。 网络投票时间：2025 年 9 月 15 日 9:15—15:00，其中：通过深圳证券交易所 交易系统进行网络投票的具体时间为：2025 年 9 月 15 日上午 9:15—9:25、 9： 30—11:30，下午 13:00—15:00；通过深圳证券交易所互联网投票系统投票的具 体时间为：2025 年 9 月 15 日 9:15—15:00 期间的任意时间。 5、会议召开方式：现场表决与网络投票相结合 关于召开 2025 年度第二次临时股东会的通知 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。 上海古鳌电子科技股份有限公司(以下简称"公司")第五届董事会第二十次 会议于 2025 年 8 月 27 日召开，会议决定于 2025 年 9 月 15 日 14:30 召开公司 2025 年度第二次临时股东会，现将有关事项通知如下： 一、召开会议基本情况 1、会议届次：2025 ...

证券代码：300551 证券简称：古鳌科技 公告编号：2025-056 上海古鳌电子科技股份有限公司 第五届监事会第十六次会议决议公告 2、审议通过《关于取消监事会、修订<公司章程>并办理工商变更登记备案 的议案》； 1 本公司及监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。 一、监事会会议召开情况 上海古鳌电子科技股份有限公司（以下简称"公司"）第五届监事会第十六次 会议（以下简称"本次会议"）于 2025 年 8 月 18 日以通讯方式通知全体监事，并 于 2025 年 8 月 27 日以现场会议并表决的方式召开。本次会议应出席监事 3 人， 实际出席 3 人。本次会议由职工代表监事贾超凡女士召集和主持。公司本次监事 会会议的召集、召开以及参与表决的监事人数符合《中华人民共和国公司法》等 法律、行政法规、规范性文件和《公司章程》等相关规定。 二、监事会会议审议情况 经全体参会监事审议，作出如下决议： 1、审议通过《<2025 年半年度报告>及摘要》； 监事会认为：董事会编制和审核公司 2025 年半年度报告的程序符合法律、 行政法规、中国证监会和深圳证券交易所的规 ...

证券代码：300551 证券简称：古鳌科技 公告编号：2025-055 上海古鳌电子科技股份有限公司 第五届董事会第二十次会议决议公告 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。 一、董事会会议召开情况 1、上海古鳌电子科技股份有限公司（以下简称"公司"） 第五届董事会第 二十次会议（以下简称"本次会议"）的会议通知于 2025 年 8 月 18 日以通讯形 式向全体董事发出。 2、本次会议于 2025 年 8 月 27 日以现场结合通讯表决方式召开。 3、本次会议应出席董事 7 人，实际出席会议董事 7 人（其中，以通讯表决 方式出席的董事 5 人）。 4、本次会议由董事长侯耀奇先生主持，公司监事及高级管理人员列席了本 次会议。 5、本次会议的召集、召开和表决程序符合《中华人民共和国公司法》及《上 海古鳌电子科技股份有限公司章程》的规定，表决所形成决议合法、有效。 二、董事会会议审议情况 经全体参会董事审议，作出如下决议： 1、审议通过《<2025 年半年度报告>及摘要》； 经审核，董事会认为：公司《2025 年半年度报告》及其摘要的编制符合法 律法规规 ...

Group 1 - The company reported a revenue of 72.2008 million yuan for the first half of 2025, representing a year-on-year decline of 50.40% [1] - The net profit attributable to shareholders was -113 million yuan, a decrease of 5.73% compared to the previous year [1] - The company announced plans not to distribute cash dividends, issue bonus shares, or increase share capital from reserves [1]

上海古鳌电子科技股份有限公司募集资金管理制度 第一章 总则 第一条 为了规范上海古鳌电子科技股份有限公司（以下简称"公司"）募 集资金的存放、使用和管理，保证募集资金的安全，保护投资者的合法权益，提 高募集资金的使用效率，依据《中华人民共和国公司法》《中华人民共和国证券 法》《深圳证券交易所创业板股票上市规则》以及《上海古鳌电子科技股份有限 公司章程》（以下简称"《公司章程》"）和其他有关法律、法规的规定，结合公 司实际情况，制定本制度。 第二条 本制度所称募集资金是指公司通过发行股票或者其他具有股权性 质的证券，向投资者募集并用于特定用途的资金，但不包括公司实施股权激励计 划募集的资金。本制度所称超募资金是指实际募集资金净额超过计划募集资金金 额的部分。 （一）公司应当将募集资金集中存放于专户； （二）募集资金专户账号、该专户涉及的募集资金投资项目、存放金额； 第三条 公司对募集资金的管理应遵循专户存储、规范使用、如实披露、严 格管理的原则。 第四条 公司的董事和高级管理人员应当勤勉尽责，确保公司募集资金安全， 不得操控公司擅自或者变相改变募集资金用途。 第五条 公司控股股东、实际控制人及其他关联方不得占用 ...

上海古鳌电子科技股份有限公司年报信息披露重大差错责任追究制度 第一章 总则 第一条 为提高上海古鳌电子科技股份有限公司（以下简称"公司"）的规范运作 水平，确保公司年度报告信息（以下简称"年报信息"）披露的真实性、准确性、完整 性和及时性，加大对年报信息披露责任人的问责力度，提高年报信息披露的质量和透明 度，依据《中华人民共和国公司法》《中华人民共和国证券法》《深圳证券交易所创业 板股票上市规则》等法律、法规、规范性文件的相关规定以及《上海古鳌电子科技股份 有限公司章程》（以下简称"《公司章程》"），结合公司实际情况，制定本制度。 第二条 本制度适用于公司董事、高级管理人员、公司控股股东、实际控制人、持 股 5%以上的股东、各部门及各下属子公司、分公司的负责人、财务负责人以及与年报 信息披露工作有关的其他人员。 第三条 本制度所指的责任追究是指年报信息披露工作中有关人员不履行或者不 正确履行职责、义务或其他个人原因，导致公司年报信息披露重大差错，对公司造成重 大经济损失或造成不良社会影响时的追究与处理。 本制度所称年报信息披露的重大差错，包括年度财务报告存在重大会计差错、其他 年度报告信息披露存在重大错误或重 ...

上海古鳌电子科技股份有限公司会计师事务所选聘制度 第一章 总则 第一条 为了规范上海古鳌电子科技股份有限公司（以下简称"公司"）选聘 （含续聘、改聘，下同）执行会计报表审计业务的会计师事务所相关行为，保证 财务信息的真实性和连续性，根据《中华人民共和国公司法》《上海古鳌电子科 技股份有限公司章程》（以下简称"《公司章程》"）等有关规定，结合公司具体 情况，特制定本制度。 （一）具有独立的法人资格； （二）具备国家行业主管部门和中国证监会规定的开展证券期货相关业务所 需的执业资格； （三）具有固定的工作场所、健全的组织机构和完善的内部管理及控制制度； 1 （四）熟悉国家有关财务会计方面的法律、法规、规章和政策； （五）具有完成审计任务和确保审计质量的注册会计师； 第二条 公司选聘执行财务会计报告审计业务的会计师事务所相关行为（指 聘任会计师事务所对财务会计报告发表审计意见、出具审计报告的行为），应当 遵照本制度，履行选聘程序，披露相关信息。选聘任会计师事务所从事除财务会 计报告审计之外的其他法定审计业务的，视重要性程度可参照本制度执行。 第三条 公司聘用、解聘会计师事务所，经审计委员会全体成员过半数同意 后提交 ...

上海古鳌电子科技股份有限公司关联交易管理制度 第一章 总则 第一条 为加强上海古鳌电子科技股份有限公司（以下简称"本公司"或"公 司"）关联交易管理，规范关联交易行为，明确管理职责和分工，维护公司股东 和债权人的合法利益，保护中小投资者的合法权益，保证公司与关联方之间订立 的关联交易合同符合公平、公开、公允的原则，根据《中华人民共和国公司法》 （以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券 法》"）、《深圳证券交易所创业板股票上市规则》《上海古鳌电子科技股份有 限公司章程》（以下简称"《公司章程》"）的相关规定，特制订本制度。 第二条 公司与关联方之间的关联交易行为除遵守有关法律、法规、规范性文 件和《公司章程》的规定外，还需遵守本制度的有关规定。 第二章 关联方和关联交易 第三条 公司的关联人包括关联法人和关联自然人。 具有以下情形之一的法人或者其他组织，为公司的关联法人： （一）直接或者间接控制公司的法人或者其他组织； （二）由前项所述主体直接或者间接控制的除公司、控股子公司及控制的其 他主体以外的法人或者其他组织； （三）关联自然人直接或者间接控制的、或者担任董事（不含同为双方的 ...

[Important Notice, Table of Contents, and Definitions](index=2&type=section&id=Important%20Notice%2C%20Table%20of%20Contents%2C%20and%20Definitions) This section provides essential information, a detailed table of contents, and definitions of key terms used throughout the report [Important Notice](index=2&type=section&id=Important%20Notice) The Board of Directors, Board of Supervisors, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, with all directors attending the review meeting - The company's Board of Directors, Board of Supervisors, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, with no false records, misleading statements, or major omissions[5](index=5&type=chunk) - Company负责人 Hou Yaoqi, Chief Accountant Jiang Xiaodan, and Head of Accounting Department Zhao Yingbin declare that the financial report in this semi-annual report is true, accurate, and complete[5](index=5&type=chunk) - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[6](index=6&type=chunk) [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This report's clear table of contents outlines eight main chapters, offering comprehensive information navigation for investors Report Chapter Overview | Chapter | Title | Starting Page | |---|---|---| | Part I | Important Notice, Table of Contents, and Definitions | 2 | | Part II | Company Profile and Key Financial Indicators | 6 | | Part III | Management Discussion and Analysis | 9 | | Part IV | Corporate Governance, Environment, and Society | 17 | | Part V | Significant Matters | 19 | | Part VI | Share Changes and Shareholder Information | 25 | | Part VII | Bond-Related Information | 30 | | Part VIII | Financial Report | 31 | [Definitions](index=5&type=section&id=Definitions) This section defines common terms used in the report, including company names, major subsidiaries, related parties, and regulatory bodies, ensuring accurate understanding of the content - "The Company," "Company," "Gooao Tech," and "Gooao Electronics" all refer to Shanghai Gooao Electronic Technology Co., Ltd[14](index=14&type=chunk) - The reporting period refers to January 1, 2025, to June 30, 2025[14](index=14&type=chunk) [Company Profile and Key Financial Indicators](index=6&type=section&id=Company%20Profile%20and%20Key%20Financial%20Indicators) This section provides an overview of the company's basic information, contact details, and key financial performance metrics for the reporting period [Company Profile](index=6&type=section&id=I.%20Company%20Profile) The company's stock abbreviation is Gooao Tech, stock code 300551, listed on the Shenzhen Stock Exchange, with Hou Yaoqi as the legal representative Company Basic Information | Stock Abbreviation | Gooao Tech | |---|---| | Stock Code | 300551 | | Stock Exchange | Shenzhen Stock Exchange | | Company's Chinese Name | Shanghai Gooao Electronic Technology Co., Ltd | | Company's Legal Representative | Hou Yaoqi | [Contact Person and Information](index=6&type=section&id=II.%20Contact%20Person%20and%20Information) Hou Yaoqi serves as the acting Board Secretary, Liu Peng is the Securities Affairs Representative, and contact details remain unchanged Company Contact Information | Position | Name | Contact Address | Phone | Email | |---|---|---|---|---| | Board Secretary | Hou Yaoqi (Acting) | No. 6, Lane 1225, Tongpu Road, Putuo District, Shanghai | 021-22252595 | ir@gooao.cn | | Securities Affairs Representative | Liu Peng | No. 6, Lane 1225, Tongpu Road, Putuo District, Shanghai | 021-22252595 | ir@gooao.cn | [Other Information](index=6&type=section&id=III.%20Other%20Information) During the reporting period, there were no changes in the company's contact information, disclosure, or registration details, as referenced in the 2024 annual report - The company's registered address, office address and postal code, website, and email address remained unchanged during the reporting period, as detailed in the 2024 annual report[18](index=18&type=chunk) - The company's designated securities exchange website and media for semi-annual report disclosure, as well as the report's availability location, remained unchanged during the reporting period, as detailed in the 2024 annual report[19](index=19&type=chunk) - The company's registration status remained unchanged during the reporting period, as detailed in the 2024 annual report[20](index=20&type=chunk) [Key Accounting Data and Financial Indicators](index=7&type=section&id=IV.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) During the reporting period, the company's operating revenue significantly decreased by **50.40%** year-on-year, primarily due to Donggao Technology no longer being consolidated, while net loss attributable to shareholders narrowed by **5.73%**, but net cash flow from operating activities declined by **859.88%** Key Accounting Data and Financial Indicators (Current Reporting Period vs. Prior Year) | Indicator | Current Reporting Period (yuan) | Prior Year (yuan) | Year-on-Year Change | |---|---|---|---| | Operating Revenue | 72,200,793.86 | 145,577,710.78 | -50.40% | | Net Profit Attributable to Shareholders of the Listed Company | -113,443,243.61 | -120,337,237.46 | 5.73% | | Net Profit Attributable to Shareholders of the Listed Company (Excluding Non-Recurring Gains and Losses) | -114,268,822.33 | -120,554,183.25 | 5.21% | | Net Cash Flow from Operating Activities | -47,963,584.65 | 6,311,986.11 | -859.88% | | Basic Earnings Per Share (yuan/share) | -0.33 | -0.35 | 5.71% | | Diluted Earnings Per Share (yuan/share) | -0.33 | -0.35 | 5.71% | | Weighted Average Return on Net Assets | -21.25% | -13.79% | -7.46% | | **Period-End Indicators** | **Current Period-End (yuan)** | **Prior Year-End (yuan)** | **Period-End Change from Prior Year-End** | | Total Assets | 619,977,467.97 | 723,805,372.44 | -14.34% | | Net Assets Attributable to Shareholders of the Listed Company | 487,638,566.75 | 590,629,371.92 | -17.44% | [Differences in Accounting Data Under Domestic and Overseas Accounting Standards](index=7&type=section&id=V.%20Differences%20in%20Accounting%20Data%20Under%20Domestic%20and%20Overseas%20Accounting%20Standards) The company reported no differences in net profit and net assets between financial reports prepared under international or overseas accounting standards and those under Chinese accounting standards during the reporting period - The company reported no differences in net profit and net assets between financial reports prepared under international accounting standards and those under Chinese accounting standards during the reporting period[22](index=22&type=chunk) - The company reported no differences in net profit and net assets between financial reports prepared under overseas accounting standards and those under Chinese accounting standards during the reporting period[23](index=23&type=chunk) [Non-Recurring Gains and Losses Items and Amounts](index=7&type=section&id=VI.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) During the reporting period, the company's total non-recurring gains and losses amounted to **825,578.72 yuan**, primarily comprising government grants and gains/losses from disposal of non-current assets Non-Recurring Gains and Losses Items and Amounts | Item | Amount (yuan) | Explanation | |---|---|---| | Gains/losses from disposal of non-current assets | -11,342.61 | | | Government grants recognized in current profit or loss | 925,215.38 | Excluding government grants closely related to the company's normal business operations, compliant with national policies, enjoyed under established standards, and having a continuous impact on the company's profit or loss | | Other non-operating income and expenses apart from the above | -21,794.05 | | | Less: Income tax impact | 17,500.00 | | | Impact on minority interests (after tax) | 49,000.00 | | | Total | 825,578.72 | | [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth analysis of the company's main business, core competencies, financial performance, investment activities, and risks during the reporting period [Company's Main Business Activities During the Reporting Period](index=9&type=section&id=I.%20Company%27s%20Main%20Business%20Activities%20During%20the%20Reporting%20Period) Gooao Tech, a smart financial system solution provider, operates in two main segments: smart financial systems (financial equipment and software) and financial information services (financial derivatives software), serving banks and securities firms - Gooao Tech's main business is divided into two segments: smart financial systems and financial information services, providing integrated solutions and software products to financial institutions such as banks and securities companies[28](index=28&type=chunk) - The smart financial system leverages high-tech such as image recognition, artificial intelligence, and blockchain to offer intelligent sorting, smart self-service, and currency anti-counterfeiting services[28](index=28&type=chunk) - In the financial information services sector, the company primarily offers products like QWIN option strategy trading software and QWIN futures and options market-making software through Shanghai Qianyue Information Technology Co., Ltd[28](index=28&type=chunk) [Analysis of Core Competencies](index=9&type=section&id=II.%20Analysis%20of%20Core%20Competencies) The company's core competencies include strong technical advantages, extensive customer resources, a recognized brand, and Shanghai Qianyue's qualifications in financial information technology - The company has developed a rich and powerful product system and established a comprehensive cross-border technical service system, leveraging its strong financial research technology, product R&D capabilities, and a robust R&D team[32](index=32&type=chunk) - The company has successfully entered major national joint-stock banks, including Agricultural Bank of China, Industrial and Commercial Bank of China, China Construction Bank, Bank of Communications, and Postal Savings Bank of China, demonstrating significant customer advantages, and has established collaborations with financial institutions in multiple countries and regions in the international market[33](index=33&type=chunk) - As of the end of June 2025, Shanghai Qianyue has obtained qualifications such as High-Tech Enterprise, Specialized and New Small and Medium-sized Enterprise, and Software Enterprise, and holds **31 software copyrights**[33](index=33&type=chunk) Company's Main Intellectual Property Rights (As of June 30, 2025) | Intellectual Property Type | Quantity | |---|---| | Trademarks | 60 items | | Software Copyrights | 216 items | | Patent Technologies | 522 items (including 213 invention patents, 263 utility model patents, and 46 design patents) | [Main Business Analysis](index=10&type=section&id=III.%20Main%20Business%20Analysis) During the reporting period, operating revenue decreased by **50.40%** due to Donggao Technology's deconsolidation, while operating costs increased by **54.46%** from higher financial equipment sales, and various expenses significantly declined for the same reason, with net cash flow from operating activities decreasing by **859.88%** due to prior year trade business collections Key Financial Data Year-on-Year Changes | Indicator | Current Reporting Period | Prior Year | Year-on-Year Change | Reason for Change | |---|---|---|---| | Operating Revenue | 72,200,793.86 | 145,577,710.78 | -50.40% | Primarily due to Donggao Technology no longer being included in the consolidation scope during the reporting period | | Operating Cost | 71,670,483.33 | 46,401,248.90 | 54.46% | Primarily due to increased sales of financial equipment and services during the reporting period | | Selling Expenses | 15,728,743.01 | 75,249,200.88 | -79.10% | Primarily due to Donggao Technology no longer being included in the consolidation scope during the reporting period | | Administrative Expenses | 12,551,712.02 | 35,110,169.94 | -64.25% | Primarily due to Donggao Technology no longer being included in the consolidation scope during the reporting period | | Income Tax Expense | -2,507,441.61 | -7,306,366.56 | 65.68% | Primarily due to Donggao Technology no longer being included in the consolidation scope during the reporting period | | Net Cash Flow from Operating Activities | -47,963,584.65 | 6,311,986.11 | -859.88% | Primarily due to trade business collections in the prior year | | Net Cash Flow from Investing Activities | -578,374.19 | -104,100,944.31 | 99.44% | Primarily due to payment for Xincun Technology equity investment in the prior year | | Net Cash Flow from Financing Activities | -2,142,451.22 | -25,017,950.74 | 91.44% | Primarily due to repayment of minority shareholder loans from Youzuo Trading in the prior year | Products or Services Accounting for Over 10% of Revenue | Product or Service | Operating Revenue | Operating Cost | Gross Margin | Year-on-Year Change in Operating Revenue | Year-on-Year Change in Operating Cost | Year-on-Year Change in Gross Margin | |---|---|---|---|---|---|---| | Financial Equipment and Services | 64,047,486.04 | 68,958,194.65 | -7.67% | 50.47% | 97.31% | -25.56% | | Information Technology Product Series | 8,000,984.73 | 2,493,747.42 | 68.83% | -25.22% | 4.23% | -8.81% | | **By Industry** | | | | | | | | Electronic Information Industry - Finance | 66,221,406.21 | 64,928,698.94 | 1.95% | -51.87% | 64.59% | -69.37% | | **By Region** | | | | | | | | Domestic | 64,390,004.64 | 65,844,410.45 | -2.26% | -53.83% | 53.16% | -71.43% | [Non-Core Business Analysis](index=12&type=section&id=IV.%20Non-Core%20Business%20Analysis) During the reporting period, non-core business significantly impacted total profit, with investment income at **-67,286,750.40 yuan** primarily from losses in Xincun Technology, and asset impairment at **-16,286,961.11 yuan** mainly due to inventory write-downs and long-term equity investment impairment Impact of Non-Core Business on Total Profit | Item | Amount (yuan) | Proportion of Total Profit | Explanation of Formation | Sustainability | |---|---|---|---|---| | Investment Income | -67,286,750.40 | 55.79% | Primarily investment income recognized from Xincun Technology investment | Yes | | Asset Impairment | -16,286,961.11 | 13.51% | Primarily inventory write-downs and long-term equity investment impairment provisions recognized during the reporting period | Yes | | Credit Impairment Loss | 2,232,799.18 | -1.85% | Primarily credit impairment losses on receivables recognized during the reporting period | Yes | | Other Income | 1,134,870.09 | -0.94% | Primarily government grants received during the reporting period | Yes | [Analysis of Assets and Liabilities](index=12&type=section&id=V.%20Analysis%20of%20Assets%20and%20Liabilities) At the end of the reporting period, both total assets and net assets attributable to shareholders decreased, with monetary funds down by **1.76%** due to prior year trade collections, accounts receivable up by **2.78%** from increased sales, and long-term equity investments down by **4.71%** due to Xincun Technology losses and impairment, while investment properties and notes payable significantly increased Significant Changes in Asset Composition (Current Reporting Period End vs. Prior Year End) | Item | Current Period-End Amount (yuan) | Proportion of Total Assets | Prior Year-End Amount (yuan) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | |---|---|---|---|---|---|---| | Monetary Funds | 162,083,856.51 | 26.14% | 201,909,179.33 | 27.90% | -1.76% | Primarily due to trade business collections in the prior year | | Accounts Receivable | 50,390,462.07 | 8.13% | 38,759,092.28 | 5.35% | 2.78% | Primarily due to increased sales of financial equipment and services during the reporting period | | Investment Properties | 24,562,030.90 | 3.96% | | | 3.96% | Primarily due to houses being leased out during the reporting period, with related fixed assets transferred to investment properties | | Long-Term Equity Investments | 190,531,222.75 | 30.73% | 256,490,151.51 | 35.44% | -4.71% | Primarily due to recognition of investment losses in Xincun Technology and impairment provisions for long-term investments during the reporting period | | Fixed Assets | 25,187,992.28 | 4.06% | 53,103,755.90 | 7.34% | -3.28% | Primarily due to houses being leased out during the reporting period, with related fixed assets transferred to investment properties | | Notes Payable | 8,118,000.00 | 1.31% | | | 1.31% | Primarily due to the issuance of bank acceptance bills during the reporting period | Asset Rights Restriction Status (Period-End vs. Period-Beginning) | Item | Period-End Balance (yuan) | Period-Beginning Balance (yuan) | |---|---|---| | Bank Acceptance Bill Deposits | 10,654,584.75 | 1,139.38 | | Letter of Guarantee Deposits | 1,321,773.90 | 1,244,058.61 | | Total | 11,976,358.65 | 1,245,197.99 | [Analysis of Investment Status](index=14&type=section&id=VI.%20Analysis%20of%20Investment%20Status) During the reporting period, the company's total investment was **3 million yuan**, a significant decrease of **1029.86%** compared to the prior year, with no major equity or non-equity investments and no use of raised funds Investment Amount Comparison During Reporting Period | Indicator | Investment Amount in Reporting Period (yuan) | Investment Amount in Prior Year (yuan) | Change Rate | |---|---|---|---| | Total Investment Amount | 3,000,000.00 | 112,985,781.00 | -1,029.86% | Financial Assets Measured at Fair Value | Asset Category | Period-End Amount (yuan) | Source of Funds | |---|---|---| | Other | 500,000.00 | Own Funds | - The company had no use of raised funds, derivative investments, or entrusted loans during the reporting period[51](index=51&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) [Significant Asset and Equity Sales](index=15&type=section&id=VII.%20Significant%20Asset%20and%20Equity%20Sales) The company did not sell any significant assets or equity during the reporting period - The company did not sell any significant assets during the reporting period[55](index=55&type=chunk) - The company did not sell any significant equity during the reporting period[56](index=56&type=chunk) [Analysis of Major Holding and Participating Companies](index=15&type=section&id=VIII.%20Analysis%20of%20Major%20Holding%20and%20Participating%20Companies) Shanghai Qianyue Information Technology Co., Ltd., a major subsidiary, reported a net profit of **907,240.02 yuan**, while Xincun Technology (Wuhan) Co., Ltd., an associate, incurred a net loss of **-176,766,643.33 yuan**, significantly impacting the company's performance Financial Performance of Major Subsidiaries and Associates (Unit: yuan) | Company Name | Company Type | Main Business | Net Profit | |---|---|---|---| | Shanghai Qianyue Information Technology Co., Ltd | Subsidiary | Software and Information Technology Services | 907,240.02 | | Shanghai Haoyuan Ancient Information Management Partnership (Limited Partnership) | Subsidiary | Other Professional Consulting and Investigation | -66,946,075.80 | | Donggao (Guangdong) Technology Development Co., Ltd | Associate | Technology Promotion and Application Services, Securities Investment Consulting | 528,000.46 | | Xincun Technology (Wuhan) Co., Ltd | Associate | Integrated Circuit Design | -176,766,643.33 | - During the reporting period, the company invested in establishing Shanghai Shuyu Ruipu Technology Co., Ltd., and liquidated and deregistered Shanghai Youzuo Trading Co., Ltd., Huai'an Hengjing New Energy Technology Co., Ltd., and Shijiazhuang Hengneng New Energy Technology Co., Ltd., with minor impact on overall production, operations, and performance[58](index=58&type=chunk) [Information on Structured Entities Controlled by the Company](index=16&type=section&id=IX.%20Information%20on%20Structured%20Entities%20Controlled%20by%20the%20Company) The company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period[59](index=59&type=chunk) [Risks Faced by the Company and Countermeasures](index=16&type=section&id=X.%20Risks%20Faced%20by%20the%20Company%20and%20Countermeasures) The company faces risks including reduced industry demand, loss of professional technical personnel, policy and regulatory compliance, and impairment of long-term equity investments and goodwill, which it addresses through continuous technological updates, talent incentives, compliant operations, and impairment testing - Risk of reduced industry demand: As banks increase their demand for intelligent and automated financial equipment, the company must accurately grasp technological trends and customer needs to promptly update products and services[58](index=58&type=chunk)[59](index=59&type=chunk) - Risk of professional technical personnel loss: The company maintains the stability of its technical team by establishing a compensation system and career advancement channels[59](index=59&type=chunk) - Risk of long-term equity investment and goodwill impairment: If Xincun Technology's future operations fall short of expectations, there is a risk of impairment; the company conducts necessary impairment tests annually and establishes a comprehensive budget and forecasting system to adjust business strategies promptly[60](index=60&type=chunk) [Registration Form for Research, Communication, and Interview Activities During the Reporting Period](index=17&type=section&id=XI.%20Registration%20Form%20for%20Research%2C%20Communication%2C%20and%20Interview%20Activities%20During%20the%20Reporting%20Period) On May 15, 2025, the company participated in the "2025 Shanghai Listed Companies Annual Report Collective Performance Briefing" online, engaging with investors on its 2024 annual report and other concerns - On May 15, 2025, the company participated in the "2025 Shanghai Listed Companies Annual Report Collective Performance Briefing" via an online platform, communicating with investors online regarding the 2024 annual report and other investor concerns[61](index=61&type=chunk) [Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan](index=17&type=section&id=XII.%20Formulation%20and%20Implementation%20of%20Market%20Value%20Management%20System%20and%20Valuation%20Enhancement%20Plan) The company has not formulated a market value management system nor disclosed a valuation enhancement plan - The company has not formulated a market value management system[62](index=62&type=chunk) - The company has not disclosed a valuation enhancement plan[62](index=62&type=chunk) [Implementation of the 'Dual Improvement in Quality and Returns' Action Plan](index=17&type=section&id=XIII.%20Implementation%20of%20the%20%22Dual%20Improvement%20in%20Quality%20and%20Returns%22%20Action%20Plan) The company has not disclosed an announcement regarding the "Dual Improvement in Quality and Returns" action plan - The company has not disclosed an announcement regarding the "Dual Improvement in Quality and Returns" action plan[62](index=62&type=chunk) [Corporate Governance, Environment, and Society](index=17&type=section&id=Corporate%20Governance%2C%20Environment%2C%20and%20Society) This section details changes in the company's governance structure, profit distribution plans, employee incentive measures, environmental disclosures, and social responsibility initiatives [Changes in Directors, Supervisors, and Senior Management](index=17&type=section&id=I.%20Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) During the reporting period, the company's Board Secretary, Tian Qing, was dismissed on January 3, 2025 Changes in Senior Management | Name | Position Held | Type | Date | Reason | |---|---|---|---|---| | Tian Qing | Board Secretary | Dismissal | January 03, 2025 | Dismissal | [Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period](index=17&type=section&id=II.%20Profit%20Distribution%20and%20Capital%20Reserve%20Conversion%20to%20Share%20Capital%20During%20the%20Reporting%20Period) The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period[64](index=64&type=chunk) [Implementation of Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=17&type=section&id=III.%20Implementation%20of%20Company%27s%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[65](index=65&type=chunk) [Environmental Information Disclosure](index=18&type=section&id=IV.%20Environmental%20Information%20Disclosure) The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law[66](index=66&type=chunk) [Social Responsibility](index=18&type=section&id=V.%20Social%20Responsibility) Adhering to its corporate values, the company is committed to establishing a modern enterprise system and actively fulfilling its social responsibilities, including protecting the legitimate rights and interests of shareholders, employees, suppliers, and customers, while emphasizing investor relations management and information disclosure - The company strictly complies with laws and regulations, improves its governance structure, safeguards the legitimate rights and interests of shareholders, especially small and medium-sized shareholders, and ensures their right to know, participate, and vote on significant matters[66](index=66&type=chunk) - The company legally signs labor contracts with employees, handles social insurance and housing provident funds, provides a healthy working environment, and focuses on talent development and vocational training[66](index=66&type=chunk) - The company establishes win-win cooperative relationships with suppliers and customers, respects and protects their legitimate rights and interests; it actively communicates and interacts with investors through investor hotlines and interactive platforms, fulfilling its information disclosure obligations[67](index=67&type=chunk) [Significant Matters](index=19&type=section&id=Significant%20Matters) This section covers the fulfillment of commitments, related party transactions, litigation, and other significant events impacting the company during the reporting period [Fulfillment of Commitments](index=19&type=section&id=I.%20Fulfillment%20of%20Commitments) The company's actual controller, Chen Chongjun, and certain senior management are fulfilling their commitments regarding share lock-up, reduction, avoidance of horizontal competition, related party transactions, and fund occupation, with no overdue unfulfilled commitments at the end of the reporting period - Actual controller Chen Chongjun's commitments regarding share lock-up, reduction, and avoidance of horizontal competition, related party transactions, and fund occupation are currently being fulfilled normally[69](index=69&type=chunk)[70](index=70&type=chunk) - Senior management members Jiang Xiaodan, Hou Yaoqi, and Zhang Xiangyu's commitments regarding share reduction and lock-up are also being fulfilled normally[70](index=70&type=chunk) [Non-Operating Funds Occupied by Controlling Shareholders and Other Related Parties from the Listed Company](index=20&type=section&id=II.%20Non-Operating%20Funds%20Occupied%20by%20Controlling%20Shareholders%20and%20Other%20Related%20Parties%20from%20the%20Listed%20Company) During the reporting period, there were no instances of non-operating funds being occupied by controlling shareholders or other related parties from the listed company - During the reporting period, there were no instances of non-operating funds being occupied by controlling shareholders or other related parties from the listed company[71](index=71&type=chunk) [Irregular External Guarantees](index=20&type=section&id=III.%20Irregular%20External%20Guarantees) The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[72](index=72&type=chunk) [Appointment and Dismissal of Accounting Firms](index=20&type=section&id=IV.%20Appointment%20and%20Dismissal%20of%20Accounting%20Firms) The company's semi-annual financial report was not audited - The company's semi-annual report was not audited[74](index=74&type=chunk) [Explanation by the Board of Directors, Board of Supervisors, and Audit Committee on the 'Non-Standard Audit Report' for the Current Period](index=21&type=section&id=V.%20Explanation%20by%20the%20Board%20of%20Directors%2C%20Board%20of%20Supervisors%2C%20and%20Audit%20Committee%20on%20the%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Current%20Period) The company had no non-standard audit report during the reporting period - The company had no non-standard audit report during the reporting period[75](index=75&type=chunk) [Board of Directors' Explanation on Matters Related to the 'Non-Standard Audit Report' for the Previous Year](index=21&type=section&id=VI.%20Board%20of%20Directors%27%20Explanation%20on%20Matters%20Related%20to%20the%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Previous%20Year) The Board of Directors believes that the matters related to the qualified opinion in the company's 2024 audit report, as addressed by Zhonghua Certified Public Accountants' review report, have been eliminated - Zhonghua Certified Public Accountants issued a "Review Report on the Elimination of Matters Related to the Qualified Opinion in Shanghai Gooao Electronic Technology Co., Ltd.'s 2024 Annual Audit Report" on June 30, 2025, and the Board of Directors believes the related impact has been eliminated[75](index=75&type=chunk) [Bankruptcy Reorganization Matters](index=21&type=section&id=VII.%20Bankruptcy%20Reorganization%20Matters) The company did not experience any bankruptcy reorganization matters during the reporting period - The company did not experience any bankruptcy reorganization matters during the reporting period[76](index=76&type=chunk) [Litigation Matters](index=21&type=section&id=VIII.%20Litigation%20Matters) The company is involved in significant litigation concerning an equity transfer dispute with Shanghai Wanguang Hengbang Enterprise Management Consulting Partnership (Limited Partnership) for **26.95 million yuan**, which has not yet been heard, alongside other lawsuits as plaintiff (totaling **3.798 million yuan**) and defendant (totaling **0.3 million yuan**), some of which are under execution or ongoing Significant Litigation and Arbitration Matters | Litigation (Arbitration) Basic Information | Amount Involved (ten thousand yuan) | Provision for Liabilities Formed | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | |---|---|---|---|---| | Equity transfer dispute between the company and Shanghai Wanguang Hengbang Enterprise Management Consulting Partnership (Limited Partnership) | 2,695 | No | Not yet heard | Not applicable, court has not yet ruled | - Other lawsuits where the company is the plaintiff involve a total amount of **3.798 million yuan**, with some cases under execution and others still in progress, having no significant impact[77](index=77&type=chunk) - Other lawsuits where the company is the defendant involve a total amount of **0.3 million yuan**, with cases still in progress, having no significant impact[77](index=77&type=chunk) [Penalties and Rectification](index=22&type=section&id=IX.%20Penalties%20and%20Rectification) The company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period[78](index=78&type=chunk) [Integrity Status of the Company, its Controlling Shareholder, and Actual Controller](index=22&type=section&id=X.%20Integrity%20Status%20of%20the%20Company%2C%20its%20Controlling%20Shareholder%2C%20and%20Actual%20Controller) The company, its controlling shareholder, and actual controller had no integrity issues during the reporting period - The company, its controlling shareholder, and actual controller had no integrity issues during the reporting period[79](index=79&type=chunk) [Significant Related Party Transactions](index=22&type=section&id=XI.%20Significant%20Related%20Party%20Transactions) During the reporting period, the company had no related party transactions related to daily operations, asset/equity acquisitions or disposals, joint external investments, related party receivables/payables, or other significant related party transactions, nor any financial business with affiliated finance companies - The company had no related party transactions related to daily operations during the reporting period[79](index=79&type=chunk) - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period[80](index=80&type=chunk) - The company had no related party receivables or payables during the reporting period[82](index=82&type=chunk) - The company had no deposits, loans, credit lines, or other financial business with affiliated finance companies, nor did its controlled finance company have such dealings with related parties[83](index=83&type=chunk)[84](index=84&type=chunk) [Significant Contracts and Their Performance](index=23&type=section&id=XII.%20Significant%20Contracts%20and%20Their%20Performance) The company had no entrustment, contracting, or leasing matters, nor any significant guarantees or other significant contracts during the reporting period - The company had no entrustment matters during the reporting period[86](index=86&type=chunk) - The company had no contracting matters during the reporting period[87](index=87&type=chunk) - The company had no leasing matters during the reporting period[88](index=88&type=chunk) - The company had no significant guarantees during the reporting period[89](index=89&type=chunk) - The company had no other significant contracts during the reporting period[90](index=90&type=chunk) [Explanation of Other Significant Matters](index=23&type=section&id=XIII.%20Explanation%20of%20Other%20Significant%20Matters) The company is involved in a lawsuit for unpaid equity transfer funds for Shanghai Zhiyu, has outstanding performance compensation from Donggao Technology, and its controlling shareholder Chen Chongjun's shares are pledged and judicially frozen, posing a risk of passive reduction; additionally, long-term equity investment in Xincun Technology had impairment issues, which have been rectified and corrected - The company has filed a lawsuit with the Shanghai Putuo District People's Court to recover the unpaid **49%** equity transfer payment for Shanghai Zhiyu Information Technology Co., Ltd. from Shanghai Wanguang Hengbang Enterprise Management Consulting Partnership (Limited Partnership)[91](index=91&type=chunk) - Donggao Gaosheng and Shanghai Muyu have not yet paid the performance compensation for Donggao Technology's failure to meet its 2024 performance commitments, and the company has issued a "Notice to Urge Fulfillment of Payment Obligations"[92](index=92&type=chunk) - The company's controlling shareholder and actual controller, Mr. Chen Chongjun, has **83.19%** of his company shares cumulatively pledged and **100%** cumulatively judicially frozen, posing a risk of passive share reduction[93](index=93&type=chunk)[94](index=94&type=chunk) - Long-term equity investment in Xincun Technology had impairment issues, and the company has completed all rectifications and accounting error corrections, with impairment provisions of **6.4636 million yuan** and **2.3433 million yuan** recognized in 2023 and 2024, respectively[142](index=142&type=chunk) [Significant Matters of Company Subsidiaries](index=24&type=section&id=XIV.%20Significant%20Matters%20of%20Company%20Subsidiaries) The company had no significant matters concerning its subsidiaries during the reporting period - The company had no significant matters concerning its subsidiaries during the reporting period[95](index=95&type=chunk) [Share Changes and Shareholder Information](index=25&type=section&id=Share%20Changes%20and%20Shareholder%20Information) This section details changes in the company's share capital, securities issuance, shareholder numbers, and shareholding structures, including information on directors, supervisors, and senior management [Share Changes](index=25&type=section&id=I.%20Share%20Changes) During the reporting period, restricted shares decreased by **43,787,639 shares**, while unrestricted shares increased by the same amount, keeping the total share capital unchanged, primarily due to the conversion of restricted shares held by domestic natural persons to unrestricted shares Share Changes (Unit: shares) | Share Type | Quantity Before Change | Proportion Before Change | Increase/Decrease in This Change (Net) | Quantity After Change | Proportion After Change | |---|---|---|---|---|---| | I. Restricted Shares | 44,777,620 | 12.95% | -43,787,639 | 989,981 | 0.29% | | Of which: Shares held by domestic natural persons | 44,777,620 | 12.95% | -43,787,639 | 989,981 | 0.29% | | II. Unrestricted Shares | 300,975,319 | 87.05% | 43,787,639 | 344,762,958 | 99.71% | | Of which: RMB Ordinary Shares | 300,975,319 | 87.05% | 43,787,639 | 344,762,958 | 99.71% | | III. Total Shares | 345,752,939 | 100.00% | 0 | 345,752,939 | 100.00% | Changes in Restricted Shares (Unit: shares) | Shareholder Name | Restricted Shares at Period Beginning | Restricted Shares at Period End | Reason for Restriction | |---|---|---|---| | Hou Yaoqi | 169,552 | 169,552 | Senior management restricted shares | | Jiang Xiaodan | 546,750 | 546,750 | Senior management restricted shares | | Zhang Xiangyu | 273,679 | 273,679 | Senior management restricted shares | | Total | 989,981 | 989,981 | -- | [Securities Issuance and Listing](index=26&type=section&id=II.%20Securities%20Issuance%20and%20Listing) The company had no securities issuance or listing activities during the reporting period - The company had no securities issuance or listing activities during the reporting period[102](index=102&type=chunk) [Number of Shareholders and Shareholding Information](index=27&type=section&id=III.%20Number%20of%20Shareholders%20and%20Shareholding%20Information) At the end of the reporting period, the total number of ordinary shareholders was **39,856**. Among the top ten shareholders, actual controller Chen Chongjun held **20.51%** of shares, all of which were frozen and mostly pledged, with other major shareholders including natural persons Mo Changchun and Zhao Qing, and Huabao CSI Financial Technology Theme ETF - At the end of the reporting period, the total number of ordinary shareholders was **39,856**[103](index=103&type=chunk) Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at Period End | Pledged, Marked, or Frozen Status (Share Status/Quantity) | |---|---|---|---|---| | Chen Chongjun | Domestic Natural Person | 20.51% | 70,913,537 | Pledged: 59,532,923; Frozen: 70,913,537 | | Mo Changchun | Domestic Natural Person | 1.17% | 4,042,500 | Not applicable: 0 | | Zhao Qing | Domestic Natural Person | 0.69% | 2,400,000 | Not applicable: 0 | | China Construction Bank Co., Ltd. - Huabao CSI Financial Technology Theme Trading Open-Ended Index Securities Investment Fund | Domestic Non-State-Owned Legal Person | 0.66% | 2,267,583 | Not applicable: 0 | | Zhou Tianwei | Domestic Natural Person | 0.48% | 1,653,000 | Not applicable: 0 | | Cai Jiehua | Domestic Natural Person | 0.47% | 1,607,800 | Not applicable: 0 | | Xu Rugen | Domestic Natural Person | 0.42% | 1,437,100 | Not applicable: 0 | | Zhou Yu | Domestic Natural Person | 0.40% | 1,389,700 | Not applicable: 0 | | Li Ping | Domestic Natural Person | 0.35% | 1,200,000 | Not applicable: 0 | | Zhao Nengping | Domestic Natural Person | 0.34% | 1,165,800 | Not applicable: 0 | - Among the top 10 shareholders, the company's dedicated share repurchase account held **5,690,100 shares**, accounting for **1.65%** of the company's total share capital, which is not listed among the top 10 shareholders[103](index=103&type=chunk) [Changes in Shareholdings of Directors, Supervisors, and Senior Management](index=28&type=section&id=IV.%20Changes%20in%20Shareholdings%20of%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period, as detailed in the 2024 annual report - The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period, as detailed in the 2024 annual report[105](index=105&type=chunk) [Changes in Controlling Shareholder or Actual Controller](index=28&type=section&id=V.%20Changes%20in%20Controlling%20Shareholder%20or%20Actual%20Controller) The company's controlling shareholder and actual controller remained unchanged during the reporting period - The company's controlling shareholder remained unchanged during the reporting period[106](index=106&type=chunk) - The company's actual controller remained unchanged during the reporting period[106](index=106&type=chunk) [Preferred Share Information](index=29&type=section&id=VI.%20Preferred%20Share%20Information) The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[107](index=107&type=chunk) [Bond-Related Information](index=30&type=section&id=Bond-Related%20Information) This section confirms that the company had no bond-related activities or outstanding bonds during the reporting period [Bond-Related Information](index=30&type=section&id=Bond-Related%20Information) The company had no bond-related information during the reporting period - The company had no bond-related information during the reporting period[109](index=109&type=chunk) [Financial Report](index=31&type=section&id=Financial%20Report) This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, along with notes on significant accounting policies and other relevant financial details [Audit Report](index=31&type=section&id=I.%20Audit%20Report) The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[111](index=111&type=chunk) [Financial Statements](index=31&type=section&id=II.%20Financial%20Statements) This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, comprehensively presenting the financial position and operating results at the end of the reporting period Consolidated Balance Sheet Major Data (June 30, 2025) | Item | Period-End Balance (yuan) | |---|---| | Total Assets | 619,977,467.97 | | Total Liabilities | 124,125,653.30 | | Total Owners' Equity Attributable to Parent Company | 487,638,566.75 | | Total Owners' Equity | 495,851,814.67 | Consolidated Income Statement Major Data (First Half of 2025) | Item | First Half of 2025 (yuan) | |---|---| | Total Operating Revenue | 72,200,793.86 | | Operating Profit | -120,576,023.22 | | Total Profit | -120,597,817.27 | | Net Profit | -118,090,375.66 | | Net Profit Attributable to Parent Company Shareholders | -113,443,243.61 | | Basic Earnings Per Share (yuan/share) | -0.33 | Consolidated Cash Flow Statement Major Data (First Half of 2025) | Item | First Half of 2025 (yuan) | |---|---| | Net Cash Flow from Operating Activities | -47,963,584.65 | | Net Cash Flow from Investing Activities | -578,374.19 | | Net Cash Flow from Financing Activities | -2,142,451.22 | | Net Increase in Cash and Cash Equivalents | -50,556,483.48 | | Cash and Cash Equivalents at Period End | 150,107,497.86 | [Consolidated Balance Sheet](index=31&type=section&id=1%E3%80%81Consolidated%20Balance%20Sheet) As of June 30, 2025, the company's consolidated total assets were **619,977,467.97 yuan**, with total current assets of **348,796,705.86 yuan** and total non-current assets of **271,180,762.11 yuan**; total liabilities were **124,125,653.30 yuan**, and total owners' equity was **495,851,814.67 yuan** [Parent Company Balance Sheet](index=33&type=section&id=2%E3%80%81Parent%20Company%20Balance%20Sheet) As of June 30, 2025, the parent company's total assets were **941,932,127.76 yuan**, with total current assets of **234,932,545.66 yuan** and total non-current assets of **706,999,582.10 yuan**; total liabilities were **135,335,933.34 yuan**, and total owners' equity was **806,596,194.42 yuan** [Consolidated Income Statement](index=35&type=section&id=3%E3%80%81Consolidated%20Income%20Statement) For the first half of 2025, the company's consolidated total operating revenue was **72,200,793.86 yuan**, operating profit was **-120,576,023.22 yuan**, net profit was **-118,090,375.66 yuan**, and net profit attributable to parent company shareholders was **-113,443,243.61 yuan** [Parent Company Income Statement](index=37&type=section&id=4%E3%80%81Parent%20Company%20Income%20Statement) For the first half of 2025, the parent company's operating revenue was **64,175,890.26 yuan**, operating profit was **-40,177,216.28 yuan**, and net profit was **-38,150,181.75 yuan** [Consolidated Cash Flow Statement](index=39&type=section&id=5%E3%80%81Consolidated%20Cash%20Flow%20Statement) For the first half of 2025, the company's net cash flow from operating activities was **-47,963,584.65 yuan**, net cash flow from investing activities was **-578,374.19 yuan**, net cash flow from financing activities was **-2,142,451.22 yuan**, and the net increase in cash and cash equivalents was **-50,556,483.48 yuan** [Parent Company Cash Flow Statement](index=40&type=section&id=6%E3%80%81Parent%20Company%20Cash%20Flow%20Statement) For the first half of 2025, the parent company's net cash flow from operating activities was **-45,803,798.96 yuan**, net cash flow from investing activities was **-1,683,315.95 yuan**, net cash flow from financing activities was **-856,541.61 yuan**, and the net increase in cash and cash equivalents was **-48,325,823.28 yuan** [Consolidated Statement of Changes in Owners' Equity](index=42&type=section&id=7%E3%80%81Consolidated%20Statement%20of%20Changes%20in%20Owners%27%20Equity) For the first half of 2025, the company's consolidated total owners' equity decreased from **603,607,389.65 yuan** at the beginning of the period to **495,851,814.67 yuan** at the end, primarily due to net loss and changes in minority interests [Parent Company Statement of Changes in Owners' Equity](index=47&type=section&id=8%E3%80%81Parent%20Company%20Statement%20of%20Changes%20in%20Owners%27%20Equity) For the first half of 2025, the parent company's total owners' equity decreased from **844,746,376.17 yuan** at the beginning of the period to **806,596,194.42 yuan** at the end, primarily due to net loss [Company Overview](index=52&type=section&id=III.%20Company%20Overview) Shanghai Gooao Electronic Technology Co., Ltd., formerly Shanghai Gooao Electronic Machinery Co., Ltd., was listed on the Shenzhen Stock Exchange in October 2016 with a registered capital of **345,752,939 shares**, engaging in a wide range of businesses including currency equipment manufacturing, electronic equipment sales, software development, and information system integration services, with Chen Chongjun as the actual controller - The company was listed on the Shenzhen Stock Exchange in October 2016, and as of December 31, 2024, its total issued share capital was **345,752,939 shares**[152](index=152&type=chunk)[153](index=153&type=chunk) - The company's business scope includes manufacturing of currency-specific equipment, sales of electronic-specific equipment, software development, information system integration services, and AI application software development, with Chen Chongjun as the actual controller[154](index=154&type=chunk)[155](index=155&type=chunk) [Basis of Financial Statement Preparation](index=53&type=section&id=IV.%20Basis%20of%20Financial%20Statement%20Preparation) The company's financial statements are prepared in accordance with the Enterprise Accounting Standards issued by the Ministry of Finance and relevant regulations of the China Securities Regulatory Commission, based on the going concern assumption, with no significant doubts about its ability to continue as a going concern - The company's financial statements are prepared in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and "Information Disclosure Rules for Companies Issuing Securities to the Public No. 15 - General Provisions for Financial Reports (Revised 2014)" by the China Securities Regulatory Commission[157](index=157&type=chunk) - The company evaluated its ability to continue as a going concern for 12 months from the end of the reporting period and found no significant doubts about its ability to continue as a going concern, thus the financial statements are prepared on a going concern basis[158](index=158&type=chunk) [Significant Accounting Policies and Estimates](index=53&type=section&id=V.%20Significant%20Accounting%20Policies%20and%20Estimates) This section details the company's significant accounting policies and estimates for financial instruments, receivables, inventories, fixed assets, intangible assets, long-term equity investments, employee compensation, provisions, revenue recognition, government grants, and deferred income tax, ensuring accuracy and comparability of financial information - The company has formulated specific accounting policies and estimates for transactions and events such as the recognition of expected credit losses for receivables, depreciation of fixed assets, amortization of intangible assets, and revenue recognition, based on its operational characteristics and relevant provisions of enterprise accounting standards[159](index=159&type=chunk) - The company classifies financial assets into three categories: measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss, and specifies their recognition, measurement, and impairment methods[191](index=191&type=chunk)[206](index=206&type=chunk) - The company provides for or adjusts inventory depreciation based on the lower of cost and net realizable value, using the perpetual inventory system; fixed assets and intangible assets are depreciated or amortized using the straight-line method, with impairment tests conducted annually[224](index=224&type=chunk)[244](index=244&type=chunk)[253](index=253&type=chunk)[256](index=256&type=chunk) [Taxation](index=80&type=section&id=VI.%20Taxation) The company's main taxes include value-added tax, urban maintenance and construction tax, and corporate income tax, benefiting from various tax incentives such as immediate VAT refunds for software products, halved additional taxes for small and micro enterprises, and a **15%** preferential corporate income tax rate for high-tech enterprises Main Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | |---|---|---| | Value-Added Tax | Sales of goods or provision of taxable services | 13%, 9%, 6%, 3%, 1% | | Urban Maintenance and Construction Tax | Amount of turnover tax actually paid | 7%, 5% | | Corporate Income Tax | Taxable income | 15%, 25% | | Education Surcharge | Amount of turnover tax actually paid | 3% | | Local Education Surcharge | Amount of turnover tax actually paid | 2% | | Property Tax | Based on 70% of original property value (or rental income) | 1.2%, 12% | - The company and Shanghai Qianyue Information Technology Co., Ltd. enjoy a policy of immediate VAT refund for software product sales where the actual tax burden exceeds **3%**[297](index=297&type=chunk) - The company and Kunshan Gooao Electronic Machinery Co., Ltd. are recognized as high-tech enterprises and enjoy a **15%** preferential corporate income tax rate[297](index=297&type=chunk) [Notes to Consolidated Financial Statement Items](index=81&type=section&id=VII.%20Notes%20to%20Consolidated%20Financial%20Statement%20Items) This section provides detailed disclosures for each item in the consolidated financial statements, including monetary funds, financial assets held for trading, accounts receivable, inventories, long-term equity investments, fixed assets, intangible assets, goodwill, deferred income tax assets/liabilities, notes payable, accounts payable, contract liabilities, employee compensation payable, taxes payable, provisions, deferred income, share capital, capital reserves, other comprehensive income, retained earnings, operating revenue and costs, various expenses, other income, investment income, credit impairment losses, asset impairment losses, asset disposal gains, non-operating income and expenses, income tax expense, and supplementary cash flow information, presenting period-end balances, period-beginning balances, current period changes, and related explanations Composition of Monetary Funds (Unit: yuan) | Item | Period-End Balance | Period-Beginning Balance | |---|---|---| | Cash on Hand | 6,051,241.29 | 5,834,421.07 | | Bank Deposits | 99,055,311.66 | 149,828,615.81 | | Other Monetary Funds | 56,977,303.56 | 46,246,142.45 | | Total | 162,083,856.51 | 201,909,179.33 | Accounts Receivable Aging Distribution (Unit: yuan) | Aging | Period-End Book Balance | |---|---| | Within 1 year (inclusive) | 39,307,720.23 | | 1 to 2 years | 11,503,213.48 | | 2 to 3 years | 9,621,568.83 | | Over 3 years | 25,738,177.95 | | Total | 86,170,680.49 | Changes in Long-Term Equity Investments (Unit: yuan) | Investee | Period-Beginning Balance (Book Value) | Current Period Increase/Decrease (Investment Gains/Losses) | Period-End Balance (Book Value) | |---|---|---|---| | Xiamen Huiqiao Kechuang Equity Investment Partnership (Limited Partnership) | 22,198,120.66 | -614,394.57 | 21,583,726.09 | | Shanghai Aojin Digital Technology Co., Ltd. | 1,516,196.41 | 596,075.78 | 2,112,272.19 | | Xincun Technology (Wuhan) Co., Ltd. | 187,489,370.97 | -66,946,078.93 | 131,772,309.84 | | Donggao (Guangdong) Technology Development Co., Ltd. | 45,286,463.47 | -322,352.68 | 35,062,914.63 | | Subtotal | 256,490,151.51 | -67,286,750.40 | 190,531,222.75 | [Research and Development Expenses](index=124&type=section&id=VIII.%20Research%20and%20Development%20Expenses) During the reporting period, the company's total R&D expenditure was **13,677,610.14 yuan**, all expensed, primarily comprising employee compensation, direct materials and power, and technical service fees, representing a **21.80%** year-on-year decrease R&D Expenditure Details (Unit: yuan) | Item | Current Period Amount | Prior Period Amount | |---|---|---| | Employee Compensation | 8,816,550.70 | 11,546,887.64 | | Direct Materials, Power | 2,714,168.76 | 3,666,605.29 | | Technical Service Fees | 924,853.29 | 249,681.22 | | Depreciation and Amortization | 644,503.75 | 848,315.09 | | Other | 420,651.48 | 576,984.44 | | Office and Travel Expenses | 156,882.16 | 601,694.55 | | Total | 13,677,610.14 | 17,490,168.23 | | Of which: Expensed R&D Expenditure | 13,677,610.14 | 17,490,168.23 | [Changes in Consolidation Scope](index=124&type=section&id=IX.%20Changes%20in%20Consolidation%20Scope) During the reporting period, the company's consolidation scope changed with the establishment of Shanghai Shuyu Ruipu Technology Co., Ltd., and the liquidation and deregistration of Shanghai Youzuo Trading Co., Ltd., Huai'an Hengjing New Energy Technology Co., Ltd., and Shijiazhuang Hengneng New Energy Technology Co., Ltd Changes in Consolidation Scope Due to Other Reasons | Subsidiary Name | Change Status | |---|---| | Shanghai Shuyu Ruipu Technology Co., Ltd | Investment Establishment | | Shanghai Youzuo Trading Co., Ltd | Liquidation and Deregistration | | Huai'an Hengjing New Energy Technology Co., Ltd | Liquidation and Deregistration | | Shijiazhuang Hengneng New Energy Technology Co., Ltd | Liquidation and Deregistration | [Interests in Other Entities](index=126&type=section&id=X.%20Interests%20in%20Other%20Entities) This section discloses the company's interests in subsidiaries, joint ventures, and associates, highlighting major subsidiaries like Kunshan Gooao Electronic Machinery Co., Ltd. and Shanghai Qianyue Information Technology Co., Ltd., and significant associates such as Xincun Technology (Wuhan) Co., Ltd. and Donggao (Guangdong) Technology Development Co., Ltd., whose financial conditions significantly impact the company Composition of Enterprise Group (Major Subsidiaries) | Subsidiary Name | Registered Place | Business Nature | Shareholding Percentage (Direct) | Acquisition Method | |---|---|---|---|---| | Kunshan Gooao Electronic Machinery Co., Ltd | Jiangsu | Computer, Communication, and Other Electronic Equipment Manufacturing | 100.00% | Investment Establishment | | Shanghai Qianyue Information Technology Co., Ltd | Shanghai | Software and Information Technology Services | 60.00% | Non-Same Control Merger | | Shanghai Haoyuan Ancient Information Management Partnership (Limited Partnership) | Shanghai | Other Professional Consulting and Investigation | 90.23% | Investment Establishment | | Shanghai Shuyu Ruipu Technology Co., Ltd | Shanghai | Robot R&D and Manufacturing | 100.00% | Investment Establishment | Major Financial Information of Significant Associates (Period-End Balance/Current Period Amount) | Item | Xincun Technology | Donggao Technology | |---|---|---| | Total Assets | 230,833,561.09 | 52,777,222.22 | | Total Liabilities | 473,492,868.82 | 58,067,304.74 | | Equity Attributable to Parent Company Shareholders | -242,659,307.73 | -5,290,082.52 | | Book Value of Equity Investment in Associates | 131,772,309.84 | 35,062,914.63 | | Operating Revenue | 23,325.57 | 16,565,888.11 | | Net Profit | -176,766,643.33 | 52,800.46 | [Government Grants](index=130&type=section&id=XI.%20Government%20Grants) During the reporting period, the company received **925,215.38 yuan** in government grants, primarily recognized as other income, including amortized deferred income from government grants, Pudong New Area business support, Putuo District Changzheng Town industrial support funds, and employee online training subsidies, some asset-related and some income-related Liability Items Involving Government Grants (Deferred Income) | Accounting Account | Period-Beginning Balance (yuan) | Current Period Decrease (yuan) | Period-End Balance (yuan) | Asset-Related/Income-Related | |---|---|---|---|---| | Deferred Income | 2,007,960.90 | 192,365.88 | 1,815,595.02 | | | 2019 Shanghai Information Development Special Fund Project - Bank Currency Business Integrated Management Big Data Service and Regulatory System Development and Demonstration Application | 485,000.00 | | 485,000.00 | Income-related | | Kunshan Land Infrastructure Subsidy | 1,069,118.45 | 16,787.36 | 1,052,331.08 | Asset-related | | 2014 Provincial Enterprise Innovation and Achievement Transformation Special Fund | 361,933.18 | 160,820.80 | 201,112.37 | Asset-related | | Science and Technology Bureau Key Product Technology Innovation Project Fund | 91,909.27 | 14,757.72 | 77,151.57 | Asset-related | Government Grants Recognized in Current Profit or Loss (Unit: yuan) | Grant Item Recognized in Current Profit or Loss | Accounting Account | Current Period Amount | Asset-Related/Income-Related | |---|---|---|---| | Amortization of government grants recognized as deferred income | Other Income | 192,365.88 | Asset-related government grants | | Pudong New Area "14th Five-Year Plan" Business Support and Cultivation Financial Support | Other Income | 140,000.00 | Income-related government grants | | Putuo District Changzheng Town People's Government Industrial Support Funds | Other Income | 420,000.00 | | | Employee Online Training Subsidy | Other Income | 154,200.00 | Income-related government grants | | Enterprise Over-Proportionate Employment of Disabled Persons Award | Other Income | 9,449.50 | Income-related government grants | | 2025 Putuo District Promotion of High-Quality Intellectual Property Development Support Funds | Other Income | 8,000.00 | Income-related government grants | | SME International Market Development Subsidy | Other Income | 1,200.00 | | | Total | | 925,215.38 | | [Risks Related to Financial Instruments](index=132&type=section&id=XII.%20Risks%20Related%20to%20Financial%20Instruments) The company faces credit risk, liquidity risk, and market risk (including exchange rate risk and interest rate risk), which it manages through credit policies, continuous monitoring of receivables, diversification of bank deposits, and monitoring of funding needs and financing lines - The company manages credit risk by formulating credit policies, continuously monitoring accounts receivable balances and collection status, and assessing customer creditworthiness[490](index=490&type=chunk) - The company manages liquidity risk by continuously monitoring short-term and long-term funding needs and obtaining financing lines from major financial institutions[493](index=493&type=chunk) Foreign Currency Financial Assets and Liabilities Converted to RMB (As of June 30, 2025) | Item | USD Items (yuan) | Other Items (yuan) | Total (yuan) | |---|---|---|---| | Foreign Currency Financial Assets: Monetary Funds | 36,348,457.97 | 3,507,269.28 | 39,855,727.25 | | Foreign Currency Financial Assets: Accounts Receivable | 966,766.64 | | 966,766.64 | | Subtotal | 37,315,224.61 | 3,507,269.28 | 40,822,493.89 | | Foreign Currency Financial Liabilities: Contract Liabilities | 1,593,750.09 | | 1,593,750.09 | | Subtotal | 1,593,750.09 | | 1,593,750.09 | - If the RMB appreciates or depreciates by **10%** against the USD and other financial assets, the company's net profit will decrease or increase by **3,922,601.06 yuan**, and other comprehensive income will decrease or increase by **273.32 yuan**[496](index=496&type=chunk) [Disclosure of Fair Value](index=134&type=section&id=XIII.%20Disclosure%20of%20Fair%20Value) The company's assets measured at fair value primarily consist of wealth management products within financial assets held for trading, with a period-end balance of **0.5 million yuan**, valued using Level 2 valuation techniques; the carrying amounts of financial assets and liabilities not measured at fair value (such as receivables and payables) are very close to their fair values Period-End Fair Value of Assets and Liabilities Measured at Fair Value (Unit: yuan) | Item | Level 2 Fair Value Measurement | Total | |---|---|---| | 1. Financial assets measured at fair value through profit or loss | 500,000.00 | 500,000.00 | | Wealth Management Products | 500,000.00 | 500,000.00 | - The carrying amounts of financial assets and liabilities not measured at fair value (such as receivables and payables) are very close to their fair values[503](index=503&type=chunk) [Related Parties and Related Party Transactions](index=135&type=section&id=XIV.%20Related%20Parties%20and%20Related%20Party%20Transactions) The company's ultimate controlling party is Chen Chongjun, and during the reporting period, related party transactions included labor services, property leases, and receivables/payables, with specific related parties for accounts receivable (Shanghai Yihui Information Technology Co., Ltd. and Kouan Technology (Beijing) Co., Ltd.), other receivables (Donggao Technology), accounts payable (Shanghai Yihui Information Technol

上海古鳌电子科技股份有限公司董事会秘书工作细则 第一章 总则 第一条 为了促进上海古鳌电子科技股份有限公司（以下简称"公司"）规范 化运作，充分发挥董事会秘书的作用，加强董事会秘书工作的指导，根据《中华 人民共和国公司法》（以下简称"《公司法》"）、《深圳证券交易所创业板股 票上市规则》等有关规定以及《上海古鳌电子科技股份有限公司章程》（以下简 称"《公司章程》"），制定本细则。 第二章 董事会秘书的任职资格 1 第二条 有下列情形之一的，不能担任公司的董事会秘书： （一）无民事行为能力或者限制民事行为能力； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序， 被判处刑罚，或者因犯罪被剥夺政治权利，执行期满未逾五年，被宣告缓刑的， 自缓刑考验期满之日起未逾二年； （三）担任破产清算的公司、企业的董事或者厂长、经理，对该公司、企业 的破产负有个人责任的，自该公司、企业破产清算完结之日起未逾三年； （四）担任因违法被吊销营业执照、责令关闭的公司、企业的法定代表人， 并负有个人责任的，自该公司、企业被吊销营业执照、责令关闭之日起未逾三年； （五）个人所负数额较大的债务到期未清偿被人民法院列为失信被 ...