万马科技股份有限公司 关于持股 5%比例股东股份质押的公告 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，不存在 任何虚假记载、误导性陈述或重大遗漏。 一、股东股份质押的基本情况 万马科技股份有限公司（以下简称"公司"）近日接到公司持股 5%股东闫 楠先生的通知，获悉其将所持有的剩余部分公司股份办理了股票质押业务，具体 事项如下： | 股东名 | 是否为控 股股东或 | 本次质 | 占 其 所 | 占 | 公 | 是否为限 | 是否 | 质 押 起 | | 质押 到 | 质权 | 质押 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 第一大股 | 押数量 | 持 股 份 | 司 | 总 | 售股（如 | 为补 | | | | | | | 称 | 东及其一 | （股） | 比例 | 股 | 本 | 是，注明限 | 充质 | 始日 | | 期日 | 人 | 用途 | | | 致行动人 | | | 比例 | | 售类型） | 押 | | | | 江阴 | | | | | | | | ...

一、股东股份质押的基本情况 证券代码：300698 证券简称：万马科技 公告编号：2024-021 万马科技股份有限公司 关于持股 5%比例股东股份质押的公告 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，不存在 任何虚假记载、误导性陈述或重大遗漏。 万马科技股份有限公司（以下简称"公司"）近日接到公司持股 5%股东闫 楠先生的通知，获悉其将所持有的部分本公司股份办理了股票质押业务，具体事 项如下： | | 是 否 为 控 | | | 占 | 公 | 是否为限 | 是否 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 股东名 | 股 股 东 或 | 本次质 | 占其所 | 司 | 总 | 售股（如 | 为补 | 质押起 | 质押到 | 质权 | 质押 | | 称 | 第 一 大 股 | 押数量 | 持股份 | 股 | 本 | 是，注明限 | 充质 | 始日 | 期日 | 人 | 用途 | | | 东 及 其 一 | （股） | 比例 | | | | | | | | | | | ...

证券代码：300698 证券简称：万马科技 公告编号：2024-020 万马科技股份有限公司 截止本公告披露日，相关股份转让事宜已在中国证券登记结算有限责任公司 深圳分公司完成划转过户，并收到中国证券登记结算有限责任公司深圳分公司出 具的《证券过户确认登记书》。 本次过户完成后，闫楠先生直接持有万马科技的股份数量为 6,700,000 股， 占公司总股本的 5.00%，成为公司第五大股东。 二、备查文件 1、《证券过户确认登记书》。 特此公告。 关于大股东协议转让公司股份的进展公告 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，不存在 任何虚假记载、误导性陈述或重大遗漏。 一、股份转让进展 万马科技股份有限公司（以下简称"公司"或"万马科技"）于 2023 年 12 月 29 日在巨潮资讯网披露了《关于股东拟协议转让公司股份暨权益变动的提示 性公告》（详见公告编号 2023-043），公司接到大股东盛涛先生、公司副董事 长兼总经理闫楠先生通知：盛涛先生于 2023 年 12 月 28 日与闫楠先生签署了《关 于万马科技股份有限公司之股份转让协议》，通过协议转让的方式向闫楠先生转 让万马科技无限售流 ...

Financial Performance - Revenue for Q1 2024 was ¥83,933,583.24, a decrease of 5.36% compared to ¥88,685,067.01 in the same period last year[5] - Net profit attributable to shareholders was ¥1,482,675.46, down 29.47% from ¥2,102,242.32 year-on-year[5] - Basic earnings per share decreased by 29.30% to ¥0.0111 from ¥0.0157 in the same period last year[5] - Total operating revenue for Q1 2024 was CNY 83,933,583.24, a decrease from CNY 88,685,067.01 in the previous period[18] - Net profit for Q1 2024 was CNY 1,482,675.46, a decline from CNY 2,034,793.93 in the same period last year[20] - Earnings per share (EPS) for Q1 2024 was CNY 0.0111, compared to CNY 0.0157 in the previous year[20] Cash Flow and Liquidity - Cash flow from operating activities showed a net outflow of ¥68,652,864.70, worsening by 27.14% compared to the previous year's outflow of ¥53,996,504.39[5] - The net cash flow from operating activities was -68,652,864.70, compared to -53,996,504.39 in the previous year, indicating a decline of approximately 27.2%[23] - Cash inflow from financing activities totaled 29,835,007.45, down from 50,166,531.93, reflecting a decrease of about 40.5%[23] - The net cash flow from financing activities was -19,950,899.38, compared to a positive flow of 1,366,021.22 in the previous year, indicating a significant decline[23] - The total cash and cash equivalents decreased from ¥155,418,954.16 to ¥74,290,022.46, a decline of approximately 52.3%[14] - The total cash and cash equivalents decreased by 77,807,515.23, compared to a decrease of 48,774,620.89 in the same quarter last year[23] Assets and Liabilities - Total assets at the end of the reporting period were ¥821,787,138.40, down 8.22% from ¥895,424,873.83 at the end of the previous year[5] - Accounts receivable decreased from ¥321,581,359.38 to ¥249,122,687.27, representing a reduction of about 22.5%[15] - Inventory increased from ¥63,735,743.21 to ¥79,625,383.05, an increase of approximately 24.9%[15] - The total liabilities decreased to CNY 346,440,582.29 from CNY 423,769,212.18, reflecting improved financial health[19] - The total equity attributable to shareholders increased to CNY 475,346,556.11 from CNY 471,655,661.65, showing a positive trend in shareholder value[19] Research and Development - Research and development expenses increased by 40.14% to ¥11,458,243.31, attributed to an increase in personnel in the subsidiary's R&D team[9] - Research and development expenses rose to CNY 11,458,243.31 from CNY 8,176,252.27, indicating increased investment in innovation[19] Shareholder Information - The total number of common shareholders at the end of the reporting period is 8,514, with no preferred shareholders having restored voting rights[11] - The top shareholder, Zhang Desheng, holds 21.53% of shares, amounting to 28,843,500 shares[11] - The top ten shareholders collectively hold a significant portion of the company's equity, with the largest shareholder alone holding over 21%[11] - The company has not reported any changes in the number of preferred shareholders or any significant changes in restricted shares[13] Other Income and Expenses - Other income rose significantly by 124.58% to ¥7,349,279.11, driven by VAT refunds and increased funding from industry support projects[9] - Cash received from tax refunds increased by 78.44% to ¥5,536,989.55, due to higher VAT refunds from the subsidiary's software products[10] - The company reported a decrease in tax expenses to CNY 83,416.74 from CNY 447,917.37, which may impact future profitability[19] - Other comprehensive income after tax was CNY 2,208,219.00, contributing to the total comprehensive income of CNY 3,690,894.46 for the period[20] Investment Activities - The company plans to continue investing in new projects, as indicated by a 831.88% increase in cash payments for fixed asset construction to ¥1,758,757.06[10] - Total cash inflow from investment activities was 166,691,711.29, significantly higher than 87,260,368.94 in the same quarter last year, representing an increase of about 91.0%[23] - The net cash flow from investment activities was 10,732,954.23, up from 3,871,635.93, marking an increase of approximately 177.5%[23] Employee Compensation - Payments to employees increased to 31,907,455.73 from 25,703,107.35, reflecting a rise of approximately 24.5%[23]

证券代码：300698 证券简称：万马科技 公告编号：2024-018 万马科技股份有限公司 2023 年年度股东大会决议公告 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，不存在任 何虚假记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东大会没有补充、否决或修改提案的情况。 2、本次股东大会未涉及变更以往股东大会已经通过的决议。 4、会议召开方式：本次会议采取现场投票与网络投票相结合的方式 5、会议主持人：公司董事长张禾阳女士 6、本次股东大会的召集、召开符合《公司法》、《上市公司股东大会规则》 以及《公司章程》的规定，会议的表决程序和表决结果合法有效。 二、会议出席情况 一、会议召开情况 1、召开时间 （1）现场会议召开时间：2024 年 4 月 19 日（星期五）下午 14:00。 （2）网络投票时间：2024 年 4 月 19 日。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：2024 年 4 月 19 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： 2024 年 4 月 19 日上午 ...

2023 年年度股东大会的 法律意见书 法律意见书 浙江天册律师事务所 关于 万马科技股份有限公司 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于 万马科技股份有限公司 2023 年年度股东大会的 法律意见书 编号：TCYJS2024H0455 号 致：万马科技股份有限公司 浙江天册律师事务所（以下简称"本所"）接受万马科技股份有限公司（以下 简称"万马科技"或"公司"）的委托，指派本所律师参加公司 2023 年年度股东 大会，并根据《中华人民共和国证券法》（以下简称"《证券法》"）、《中华人 民共和国公司法》（以下简称"《公司法》"）和《上市公司股东大会规则（2022 年修订）》（以下简称"《股东大会规则》"）等法律、法规和其他有关规范性文 件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席人员的 资格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对会议所审 议的议案内容和该等议案中所表述的事实或数据的真实性和准确性发表意见。 ...

Investment Rating - The report maintains a rating of "Accumulate" for the company [22][27]. Core Views - The company has shown significant improvement in profitability, with a rapid increase in net profit for 2023, achieving a revenue of 520.68 million yuan, a year-on-year increase of 2.35%, and a net profit of 64.45 million yuan, up 109.63% year-on-year [24][22]. - The growth in net profit is primarily attributed to the high-margin connected vehicle business, which saw a substantial increase in revenue [24][22]. - The company is focusing on expanding its connected vehicle services and has plans to develop autonomous driving-related businesses in collaboration with partners [22][24]. Financial Summary - Revenue projections for 2024-2026 are 635.77 million yuan, 794.19 million yuan, and 1,005.87 million yuan, respectively, with corresponding net profits of 97.14 million yuan, 138.96 million yuan, and 194.75 million yuan [6][22]. - The company’s EBITDA for 2023 is reported at 89.12 million yuan, with projections of 130.17 million yuan, 182.22 million yuan, and 250.89 million yuan for the following years [6][22]. - The company’s P/E ratios are projected to decrease from 76.04 in 2023 to 22.75 by 2026, indicating improving valuation metrics [6][22]. Business Segments - The connected vehicle segment, led by the subsidiary Youka Technology, reported a revenue of 178 million yuan in 2023, a year-on-year increase of 48% [24][22]. - The traditional communication products segment experienced a decline of approximately 13%, while the medical information segment saw a decrease of about 14% [24][22]. - The company is also expanding its international business and has made significant progress in the renewable energy storage sector [24][22].

Investment Rating - The report assigns a rating of "Accumulate" to the company, maintaining this rating from the previous assessment [15]. Core Views - The company achieved a total operating revenue of 520.68 million yuan in 2023, reflecting a year-on-year increase of 2.35%. The net profit attributable to shareholders reached 64.46 million yuan, up 109.63% compared to the previous year [21]. - The rapid growth of the vehicle networking business has become the main growth driver for the company, with a year-on-year increase of 48.14% in this segment, making it the second-largest business area for the company [21]. - The company has launched an autonomous driving data closed-loop toolchain platform based on NVIDIA's GPU servers, positioning itself to benefit from the growing autonomous driving industry [22]. - The company is expected to achieve net profits of 94 million yuan, 131 million yuan, and 192 million yuan in 2024E, 2025E, and 2026E respectively, indicating strong growth potential [23]. Financial Summary - In 2022, the company reported operating revenue of 509 million yuan, which is projected to grow to 1,133 million yuan by 2026, with a compound annual growth rate (CAGR) of approximately 29.5% [21]. - The net profit attributable to shareholders is expected to increase from 31 million yuan in 2022 to 192 million yuan in 2026, reflecting a significant growth trajectory [21]. - The latest diluted EPS is projected to rise from 0.23 yuan in 2022 to 1.43 yuan in 2026, indicating improved profitability [21]. - The company's return on equity (ROE) is expected to increase from 6.7% in 2022 to 20.8% in 2026, showcasing enhanced efficiency in generating profits from equity [21].

Investment Rating - Buy rating maintained for Wanma Technology (300698) [12][24] Core Views - Wanma Technology's 2023 revenue reached 521 million yuan, with a slight year-on-year increase [12] - The company's Internet of Vehicles (IoV) business achieved 178 million yuan in revenue, accounting for 34.16% of total revenue and growing 48.14% year-on-year [12] - Net profit attributable to parent company reached 64 million yuan, up 109.63% year-on-year [12] - Gross profit margin increased by approximately 9 percentage points, mainly driven by high growth and high gross margin (66.51%) of IoV business [12] - The company is expected to focus on intelligent driving and IoV business in 2024, with autonomous driving business potentially entering harvest period [12] Business Development - Autonomous driving business signed cooperation with Geely, forming strategic partnerships with FAW and Dongfeng [6] - Subsidiary Youka Technology signed framework agreement with Geely's subsidiary Langge Technology, providing at least 6000P computing power support and related data services in next three years [13] - Youka Technology has formed work plans and implementation schemes with FAW Freesun and signed strategic cooperation agreement with Dongfeng Zhuolian [13] - The company's autonomous driving business revenue mainly comes from R&D investment of traditional automakers, with potential revenue scale of 300-500 million yuan per automaker [1] Industry and Policy - SASAC is increasing support for new energy vehicle central enterprises, with special assessment schemes expected to be introduced for FAW, Dongfeng, and Changan [1] - The National Standardization Development Outline Implementation Plan (2024-2025) proposes to focus on key areas of integrated infrastructure such as IoV [7] - The company established overseas subsidiaries to expand IoV business internationally, following development paths of Jasper and Cubic [7] Financial Performance - Revenue is expected to grow from 521 million yuan in 2023 to 1.531 billion yuan in 2026, with year-on-year growth rates of 34.4%, 42.3%, and 53.7% respectively [10] - Net profit attributable to parent company is projected to increase from 64 million yuan in 2023 to 339 million yuan in 2026 [10] - Gross profit margin is forecasted to maintain around 40% from 2023 to 2026 [10] - ROE is expected to improve from 13.7% in 2023 to 29.6% in 2026 [10] - EPS is projected to grow from 0.48 yuan in 2023 to 2.53 yuan in 2026 [10] Technology and Innovation - Subsidiary Youka Technology collaborated with NVIDIA to develop autonomous driving data closed-loop platform toolchain [12] - The company's platform helps OEMs improve R&D efficiency in data collection, processing, storage, annotation, model training, and simulation [12] - Tesla's FSD V12 global rollout indicates accelerating trend of AI+ autonomous driving, with increasing demand for cloud computing power [12]

Financial Performance - The company's operating revenue for 2023 was ¥520,677,190.88, representing a 2.35% increase compared to ¥508,727,409.72 in 2022[23]. - Net profit attributable to shareholders for 2023 was ¥64,458,153.46, a significant increase of 109.63% from ¥30,748,215.58 in 2022[23]. - The net profit after deducting non-recurring gains and losses was ¥62,637,176.31, up 132.71% from ¥26,915,880.04 in the previous year[23]. - The net cash flow from operating activities improved to ¥8,282,035.46, a turnaround from a negative cash flow of ¥21,443,285.04 in 2022, marking a 138.62% increase[23]. - Basic earnings per share for 2023 were ¥0.48, reflecting an increase of 108.70% compared to ¥0.23 in 2022[23]. - Total assets at the end of 2023 reached ¥895,424,873.83, a 9.32% increase from ¥818,412,736.40 at the end of 2022[23]. - Net assets attributable to shareholders increased by 15.21% to ¥471,655,661.65 from ¥409,372,770.12 in the previous year[23]. - The company reported a significant increase in revenue, achieving a total of 1.2 billion in 2023, representing a 15% year-over-year growth[119]. - The company reported a total revenue increase of 15% year-on-year, reaching 1.2 billion CNY in 2023[125]. - The company reported a net profit margin of 12%, up from 10% in the previous year[119]. Cash Flow and Investments - The net cash flow from operating activities improved significantly, reaching ¥8,282,035.46 in 2023 compared to a negative cash flow of ¥21,443,285.04 in 2022, marking a 138.62% increase[80]. - Investment activities generated a net cash flow of ¥13,714,282.56 in 2023, down 47.07% from ¥25,909,633.85 in 2022[81]. - The net increase in cash and cash equivalents was ¥61,547,256.57 in 2023, a significant turnaround from a decrease of ¥24,077,497.22 in 2022, reflecting a 355.62% improvement[81]. - The company reported a significant decrease in financial expenses, with a reduction of 150.42% to -821,120.25 CNY due to lower loan interest rates[73]. - The company reported an asset impairment loss of -1,652,359.27, which is -2.27% of total profit, due to inventory write-downs, and is not sustainable[84]. Market and Industry Trends - The number of 5G base stations in China reached 3.377 million by the end of 2023, accounting for 29.1% of total mobile base stations, an increase of 7.8 percentage points from the previous year[35]. - The average number of 5G base stations per 10,000 people in China increased to 24, up 7.6 from the end of 2022, with a target of 26 by 2025[35]. - The number of connected vehicles in the passenger car market reached 16.5359 million in 2023, representing a year-on-year growth of 23.55%[38]. - The delivery of 5G-connected vehicles in 2023 was 1.7373 million, a remarkable increase of 272.42% compared to the previous year[38]. - The total scale of data centers in China exceeded 7.6 million standard racks by mid-2023, driven by the rapid growth of the digital economy[36]. - The market share of third-party data center service providers reached 51.68% in 2022, reflecting a 1.81% increase from 2021[37]. - In 2023, the sales of new energy vehicles in China reached 9.495 million units, exceeding targets with a year-on-year growth of 37.9%, capturing a market share of 31.6%, an increase of 5.9 percentage points compared to the same period in 2022[39]. - The compound annual growth rate (CAGR) of China's Internet of Vehicles (IoV) market is projected to be 30.57% from 2023 to 2027, indicating a broad industry development outlook[40]. Research and Development - The company has a total of 157 R&D personnel and over 200 patents and software copyrights, indicating strong research and development capabilities[56]. - The company is actively increasing R&D investment in the vehicle networking sector to align with its strategic goals and enhance product development[78]. - The company reported a total R&D investment of ¥43,292,296.44, representing 8.31% of total revenue, a slight decrease from 8.43% in 2022[77]. - The number of R&D personnel decreased by 19.49% from 195 in 2022 to 157 in 2023, with a notable decline in the proportion of R&D staff from 33.68% to 26.39%[77]. - The company is developing an intelligent DC metering and control device, which is expected to enhance new product sales and align with the company's product development direction[75]. Corporate Governance and Shareholder Relations - The company held 2 shareholder meetings during the reporting period, ensuring equal treatment of all shareholders and compliance with relevant regulations[107]. - The board of directors consists of 9 members, including 3 independent directors, and held 5 meetings during the reporting period, adhering to legal requirements[108]. - The supervisory board, comprising 3 members, conducted 4 meetings, ensuring compliance with legal and regulatory standards[109]. - The company emphasizes information disclosure and investor relations, utilizing multiple channels to enhance communication with investors[110]. - The company has established a performance evaluation system for senior management, linking their performance directly to compensation[109]. Strategic Plans and Future Outlook - The company plans to enhance product competitiveness and leverage innovation to drive steady growth[63]. - The company aims to enhance its operational efficiency and governance standards, adhering to relevant laws and regulations to improve decision-making transparency and management innovation[99]. - The company plans to actively seek new profit growth points while maintaining its current scale to enhance profitability[100]. - The company is focused on expanding its business in the automotive sector by providing high-quality, reliable vehicle connectivity and services, particularly in 5G vehicle networking and autonomous driving applications[99]. - The company anticipates continued growth in its business due to supportive policies and rising market demand in the telecommunications sector[98]. Risks and Challenges - The company faces risks related to market demand fluctuations and competition, which may impact performance[4]. - The company recognizes risks related to market demand fluctuations and competition, which could impact its performance, particularly in the telecommunications equipment sector[100]. - The company faces risks associated with the volatility of raw material prices, which could affect production costs and profitability[102]. Employee and Talent Management - The total number of employees at the end of the reporting period is 595, with 424 in the parent company and 171 in major subsidiaries[136]. - The professional composition includes 245 production personnel, 100 sales personnel, 157 technical personnel, 19 financial personnel, and 74 administrative personnel[136]. - The company aims to enhance its salary management system to attract, motivate, and retain employees, linking compensation to performance and market standards[137]. Environmental and Social Responsibility - The company has established a sustainable development mechanism for technological innovation, focusing on green technology and energy conservation[151]. - The company has achieved "carbon footprint" certification for its products, contributing to energy saving and pollution reduction efforts[151]. - The company is recognized as a leading enterprise in green technology innovation within the telecommunications equipment industry[151]. Shareholder Structure and Equity - The total number of shares after the recent changes is 134,000,000, representing 100% of the company's shares[194]. - The largest shareholder, Zhang Desheng, holds 21.53% of the shares, totaling 28,843,500 shares[196]. - The second-largest shareholder, Sheng Tao, owns 20.28% of the shares, amounting to 27,175,200 shares[196]. - The company has not engaged in any repurchase transactions during the reporting period[199].