中信证券股份有限公司 关于北京首都在线科技股份有限公司 2021 年度向特定对象发行股票并在创业板上市 之持续督导保荐总结报告书 保荐人编号：Z20374000 申报时间：2025 年 4 月 | 项目 | 内容 | | | --- | --- | --- | | 发行人名称 | 北京首都在线科技股份有限公司 | | | 证券代码 | 300846.SZ | | | 注册资本 | 50,046.2150 万元 | | | 注册地址 | 北京市朝阳区紫月路 18 号院 9 号楼一层 | 101 室 | | 办公地址 | 北京市朝阳区紫月路 18 号院 9 号楼一层 | 101 室 | | 法定代表人 | 曲宁 | | | 董事会秘书 | 杨丽萍 | | | 联系电话 | 010-86409846 | | | 本次证券发行类型 | 向特定对象发行股票 | | | 本次证券上市时间 | 2022 年 2 月 17 日 | | | 本次证券上市地点 | 深圳证券交易所 | | 一、发行人基本情况 二、本次发行情况概述 经中国证券监督管理委员会证监许可[2021]2717 号文核准，并经深圳证券交 易所同意，公司由主承 ...

2024 年度持续督导工作现场检查报告 | 保荐人名称：中信证券股份有限公司 被保荐公司简称：首都在线 | | | | | | --- | --- | --- | --- | --- | | （以下简称"中信证券"或"保荐人"） | | | | | | 保荐代表人姓名：马孝峰 | 联系电话：010-60837530 | | | | | 保荐代表人姓名：熊冬 联系电话：010-60837530 | | | | | | 现场检查人员姓名：熊冬、曹成龙 | | | | | | 现场检查对应期间：2024 年 1 月 1 日-2024 年 12 月 31 日 | | | | | | 现场检查时间：2025 年 4 月 3 日 | | 8 | | | | 一、现场检查事项 现场检查意见 | | | | | | （一）公司治理 是 否 | | | 不适用 | | | 现场检查手段：查阅了上市公司最新章程、三会议事规则及会议材料，取得上市 公司董事、监事、高级管理人员名单及其变化情况，取得上市公司关联方清单， | | | | | | 查阅关于公司控股股东、实际控制人、董事、监事、高级管理人员的信息披露文 | | | | | ...

Core Viewpoint - The impact of the US tariff policy on the company is very limited and controllable, and the company will closely monitor related policy changes to develop timely response strategies [1] Group 1 - The company is progressing with various projects in an orderly manner despite the complex and changing external environment [1] - The company has established extensive cooperation with leading domestic chip manufacturers and has begun receiving orders for high-performance domestic computing chips [1]

Investment Rating - Industry rating: Recommended [5] Core Viewpoints - The ongoing tariff war between the US and China has intensified, with the US imposing a 34% tariff on Chinese imports, prompting China to respond with similar tariffs, which accelerates the domestic innovation and localization process in the technology sector [1][3][14] - The Chinese government emphasizes "technological self-reliance" as a core agenda, with policies aimed at enhancing key technology breakthroughs and increasing investment in basic research, which supports the growth of the domestic technology industry [2][26] - The tariff situation has led to significant market volatility, with the Chinese stock market experiencing a drop of over 7% in a single day, but state-owned enterprises have stepped in to stabilize the market through share buybacks and acquisitions [3][32] Summary by Sections 1. Changes in Foreign Tariff Policies - The US has implemented a "reciprocal tariff" policy, raising tariffs on Chinese goods, which has increased the cost of imported high-end components for the Chinese tech industry, particularly in hardware sectors like chips and servers [1][14][19] - The tariff war has created short-term challenges for the domestic innovation industry, but it also accelerates the push for domestic alternatives and self-sufficiency in technology [19][35] 2. Policy Promotion of Self-Reliance - The Chinese government has introduced measures to strengthen key technology research and optimize the layout of scientific research resources, aiming to create a trillion-level domestic innovation industry cluster by 2027 [2][28] - Local governments are also implementing supportive policies to promote domestic technology development, focusing on areas such as artificial intelligence and software ecosystems [28][30] 3. Corporate Actions and Domestic Tariff Responses - In response to the tariff war, state-owned enterprises have increased share buybacks to bolster market confidence, with 18 central enterprises taking action to stabilize the market [3][32] - The domestic chip market is benefiting from the increased prices of imported chips, highlighting the competitive advantage of domestic alternatives [3][31] 4. Investment Recommendations - Beneficial targets include core domestic innovation companies such as China Software, China Great Wall, and Dongfang Tong, as well as domestic computing and chip firms like Tuwei Information and Haiguang Information [4][39]

首都在线2024年年报显示，公司主营收入13.97亿元，同比上升12.35%；归母净利润-3.03亿元，同比上 升10.86%；扣非净利润-2.96亿元，同比上升10.6%；其中2024年第四季度，公司单季度主营收入3.43亿 元，同比下降9.81%；单季度归母净利润-1.57亿元，同比上升18.9%；单季度扣非净利润-1.47亿元，同 比上升17.35%；负债率49.61%，投资收益219.63万元，财务费用2336.37万元，毛利率8.07%。 公司公告汇总 北京首都在线科技股份有限公司2024年年度报告摘要显示，公司计划不派发现金红利，不送红股，不以 公积金转增股本。公司主营业务是为千行百业提供包括通用计算和智算在内的云服务、通信网络服务、 IDC服务以及综合解决方案。2024年度实现归属于上市公司股东的净利润为人民币-303,144,022.54元， 累计未分配利润为人民币-623,788,772.41元。公司第六届董事会第三次会议及第六届监事会第三次会议 审议通过了多项议案，包括年度报告、财务决算报告、利润分配预案等。公司定于2025年4月21日召开 2024年度股东大会，审议多项议案。此外，公司还 ...

Core Insights - The company, Capital Online, reported a revenue of 1.397 billion yuan for the year 2024, representing a year-on-year growth of 12.35% [1][2] - The net profit attributable to shareholders was -303 million yuan, an improvement from -340 million yuan in the previous year, indicating a 10.86% reduction in losses [1][2] - The net cash flow from operating activities reached 241 million yuan, showing a significant increase of 42.51% compared to the previous year [1][2] Financial Performance - Revenue for 2024 was 1,396,789,414.24 yuan, up from 1,243,287,334.15 yuan in 2023 [2] - The net profit attributable to shareholders for 2024 was -303,144,022.54 yuan, compared to -340,078,976.82 yuan in 2023, marking a 10.86% improvement [2] - The net profit after excluding non-recurring gains and losses was -295,912,126.32 yuan for 2024, an improvement from -330,992,782.11 yuan in 2023, reflecting a 10.60% reduction in losses [2] - The net cash flow from operating activities was 240,905,307.74 yuan, up from 169,048,663.77 yuan in 2023, indicating a 42.51% increase [2] Shareholder Metrics - Basic and diluted earnings per share for 2024 were both -0.6126 yuan, an improvement of 15.91% from -0.7285 yuan in 2023 [2] - The weighted average return on equity was -29.90% for 2024, an improvement from -32.75% in 2023 [2] Asset and Equity Position - Total assets at the end of 2024 were 1.955 billion yuan, down 6.24% from 2.085 billion yuan at the end of 2023 [2] - The net assets attributable to shareholders increased to 931 million yuan, up 7.23% from 868 million yuan at the end of 2023 [2] Historical Performance - The company has reported losses for three consecutive years, with net profits attributable to shareholders of -189 million yuan in 2022, -340 million yuan in 2023, and -303 million yuan in 2024 [1][2]

Core Insights - The company reported a revenue of 1.397 billion yuan for 2024, marking a year-on-year increase of 12.35%, while the net profit attributable to shareholders after deducting non-recurring items was a loss of 296 million yuan, indicating a reduction in the loss compared to the previous year, showcasing significant improvement in operational conditions [2] - The generative AI demand has driven substantial growth in the company's high-margin intelligent computing cloud business, with an overall gross margin increase of 15.71 percentage points [2] Revenue Growth Driven by Intelligent Computing Cloud - The intelligent computing cloud business generated revenue of 182.87 million yuan, a remarkable year-on-year growth of 184%, increasing its revenue share from 5% to 13% [3] - This segment is identified as a key driver for the company's transformation towards intelligent computing, providing sustained growth momentum for revenue and profit [3] AI Resource and Technology Reserves - The company is enhancing its infrastructure through a "self-built + managed" model to improve equipment utilization, with fixed asset additions of 402 million yuan, primarily in electronic equipment [4] - The strategic partnership with the government of Qingyang City aims to develop the AI industry, including a domestic heterogeneous computing power adaptation platform that covers over 80% of domestic chip compatibility testing scenarios [4] AIDC Project Expansion - The company raised 353 million yuan through a private placement of approximately 33.64 million shares, primarily for the investment in the AIDC project in Huailai, Hebei [5] - The AIDC projects planned in key hubs such as Dallas, Wenchang, and Wuhu will support both the company's own needs and customer demands, with the potential to establish thousands of high-power cabinets [6] Global Expansion and Market Opportunities - The company has rapidly expanded its intelligent computing cloud services into North America, Europe, and the Asia-Pacific regions, establishing a global cloud internet network covering major countries [6] - The rise of intelligent computing is seen as a core driver for the next wave of growth in cloud computing, with the company poised to capitalize on the historical opportunities presented by the AI industry's rise [6]

Group 1 - Capital Online (300846.SZ) released its 2024 annual report on April 1, 2025, showing that as of March 31, 2025, 24 institutional investors disclosed holdings in Capital Online A-shares, totaling 19.38 million shares, which accounts for 3.87% of the total share capital [1] - The top ten institutional investors include Tianyang Hongye Technology Co., Ltd., MORGAN STANLEY & CO. INTERNATIONAL PLC., Hong Kong Central Clearing Limited, and others, with a combined holding ratio of 3.84%, which decreased by 2.59 percentage points compared to the previous quarter [1] - In the public fund sector, 20 new public funds were disclosed this period compared to the previous quarter, including several funds such as Invesco Great Wall Specialized and New Quantitative Preferred Stock A and E Fund [1] Group 2 - From the perspective of foreign investment, one foreign fund, Hong Kong Central Clearing Limited, reduced its holdings by 0.59% compared to the previous quarter, while one new foreign institution, MORGAN STANLEY & CO. INTERNATIONAL PLC., was disclosed this period [2]

Core Viewpoint - Beijing Capital Online Technology Co., Ltd. is seeking shareholder approval to authorize the board of directors to issue shares to specific investors through a simplified procedure, with a total financing amount not exceeding RMB 300 million, which is also limited to 20% of the company's net assets as of the end of the previous year [1][2]. Group 1: Issuance Details - The board proposes to issue domestic listed ordinary shares (A shares) with a par value of RMB 1.00 per share [2]. - The total amount of funds raised will not exceed RMB 300 million and will not exceed 20% of the company's net assets as of the end of the previous year [2]. - The issuance will be limited to a maximum of 30% of the company's total share capital before the issuance [2]. - The issuance will be conducted through a non-public offering to no more than 35 specific investors, including legal entities and individuals [3]. Group 2: Pricing and Conditions - The pricing benchmark date for the shares will be the first day of the issuance period, with the issuance price not lower than the average trading price over the 20 trading days prior to the benchmark date [3]. - The final issuance price will be determined by the board based on the authorization from the 2024 annual general meeting and relevant regulations [3]. - The shares issued will be subject to a lock-up period of 6 months from the issuance date, with specific regulations governing the lock-up period [4]. Group 3: Fund Utilization and Compliance - The raised funds must comply with national industrial policies and relevant environmental protection laws [4]. - The funds cannot be used for financial investments or directly or indirectly invested in companies primarily engaged in trading securities [4]. - The company will ensure that the use of raised funds does not lead to significant adverse effects on competition or the company's operational independence [4]. Group 4: Authorization and Implementation - The board is authorized to handle all matters related to the issuance, including signing and submitting necessary documents and responding to regulatory feedback [6]. - The authorization is valid from the approval date of the 2024 annual general meeting until the 2025 annual general meeting [4]. - The company will proceed with the issuance after obtaining approval from the shareholders and regulatory authorities [8].

Core Viewpoint - The company plans not to distribute cash dividends, issue bonus shares, or convert capital reserves into share capital for the fiscal year 2024 due to a net loss of approximately RMB 303 million, with accumulated undistributed profits of about RMB -624 million as of December 31, 2024 [1][2][3] Summary by Sections Profit Distribution and Capital Reserve Conversion Proposal - The proposal for the 2024 profit distribution and capital reserve conversion includes no cash dividends, no bonus shares, and no conversion of capital reserves into share capital, with undistributed profits carried forward to the next fiscal year [1][2] Reasons for No Profit Distribution - The company reported a net loss of RMB -303,144,022.54 for 2024 and has accumulated undistributed profits of RMB -623,788,772.41. The decision is based on the need for funds to support future growth and operational plans [1][2] Future Use of Undistributed Profits - The company aims to improve performance through partnerships, service optimization, and technological innovation. Once profits turn positive, the focus will be on supporting operational development and strategic implementation [2] Independent Directors' Review - Independent directors unanimously agreed that the proposal aligns with the company's growth needs and does not harm the interests of minority shareholders. The decision-making process adhered to relevant laws and regulations [2][3] Board and Supervisory Committee Review - Both the board and supervisory committee support the proposal, stating it is necessary for the company's sustainable development and aligns with legal and regulatory requirements [3][4]