证券代码：301302 证券简称：华如科技 公告编号：2025-046 北京华如科技股份有限公司 关于股份回购进展情况公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 北京华如科技股份有限公司（以下简称"公司"）于 2024 年 10 月 24 日召 开第五届董事会第七次会议，审议通过了《关于回购公司股份方案的议案》， 同意公司使用自有资金以集中竞价交易方式回购部分公司股份，用于实施股权 激励计划或员工持股计划。本次回购的资金总额不低于人民币 2,000 万元（含） 且不超过人民币 4,000 万元（含），回购价格不超过人民币 26.00 元/股（含）。 按本次回购资金总额上限人民币 4,000 万元，回购股份价格上限 26.00 元/股进 行测算，预计可回购股份数量为 1,538,461 股，约占公司当前总股本的 0.99%；按本次回购资金总额下限人民币 2,000 万元，回购股份价格上限 26.00 元/股进行测算，预计可回购股份数量为 769,231 股，约占公司当前总股本的 0.49%，具体回购股份的金额、数 ...

Group 1 - The core viewpoint of the news highlights the trading performance and financial metrics of Beijing Huaru Technology Co., Ltd. on August 28, 2023, indicating a slight increase in stock price and notable financing activities [1] - On August 28, Huaru Technology's stock rose by 0.57%, with a trading volume of 184 million yuan. The net financing purchase amounted to 1.76 million yuan, with a total financing and securities balance of 111 million yuan [1] - The financing balance of Huaru Technology represents 2.69% of its market capitalization, which is above the 80th percentile of the past year, indicating a high level of financing activity [1] Group 2 - Huaru Technology, established on November 23, 2011, specializes in military simulation software sales and technology development, with its main revenue sources being hardware products (51.49%), technology development (31.54%), and other services [2] - As of August 20, 2023, the number of shareholders increased by 19.16% to 21,300, while the average circulating shares per person decreased by 16.08% to 6,512 shares [2] - For the first half of 2025, Huaru Technology reported a revenue of 103 million yuan, reflecting a year-on-year growth of 3.85%, but a net profit loss of 83.81 million yuan, a decrease of 27.58% compared to the previous year [2]

Core Viewpoint - Huaru Technology (301302.SZ) reported its semi-annual results for 2025, highlighting a total institutional ownership of 27.98 million shares, representing 17.95% of the company's total equity, with a decline in institutional ownership compared to the previous quarter [1] Institutional Ownership - As of August 26, 2025, five institutional investors disclosed their holdings in Huaru Technology, with a combined shareholding of 27.98 million shares, accounting for 17.95% of the total equity [1] - The institutional ownership percentage decreased by 1.72 percentage points compared to the previous quarter [1] Public Fund and Social Security Fund - Three public funds were not disclosed in the current period compared to the previous quarter, including GF Technology Innovation Mixed A, Changxin National Defense and Military Industry Quantitative Mixed A, and Penghua Macro Mixed [1] - One social security fund was not disclosed in the current period compared to the previous quarter, specifically the National Social Security Fund 503 Portfolio [1]

Financial Performance - The company reported total revenue of 103 million yuan for the first half of 2025, a year-on-year increase of 3.85% [1] - The net profit attributable to the parent company was -83.81 million yuan, a decline of 27.58% year-on-year [1] - In Q2 2025, total revenue was 65.07 million yuan, up 4.87% year-on-year, while the net profit attributable to the parent company was -44.02 million yuan, down 69.65% year-on-year [1] - The gross margin was 24.91%, a decrease of 52.81% year-on-year, and the net margin was -81.36%, down 22.84% year-on-year [1] Financial Ratios - The company's accounts receivable accounted for 172.49% of total revenue, indicating a significant amount of outstanding payments [1] - The total of selling, administrative, and financial expenses was 48.09 million yuan, representing 46.68% of revenue, a decrease of 38.61% year-on-year [1] - The earnings per share (EPS) was -0.54 yuan, a decrease of 28.57% year-on-year, while the net asset per share was 10.43 yuan, down 19.43% year-on-year [1] Business Model and Investment Returns - The company's business model relies heavily on research and development, which requires careful examination of the underlying drivers [3] - Historical data shows a median Return on Invested Capital (ROIC) of 12.74%, but the worst year, 2024, had a ROIC of -18.09%, indicating poor investment returns [3] - The company has experienced two years of losses since its listing, suggesting a fragile business model [3] Cash Flow and Financial Health - The average operating cash flow over the past three years has been -122.57% relative to current liabilities, indicating cash flow concerns [3] - Financial expenses have also been a concern, with the average net cash flow from operating activities being negative over the past three years [3]

Core Insights - Beijing Huaru Technology Co., Ltd. reported a revenue of 103 million yuan for the first half of 2025, representing a year-on-year growth of 3.85% [1] Group 1: Company Overview - The company was established in 2011, initially focusing on military simulation and aiming to create a domestic brand in military simulation [1] - Huaru Technology provides high-quality professional simulation products and technical development services in areas such as combat experiments, simulation training, equipment verification, testing, and comprehensive support [1] Group 2: Strategic Focus - Starting from 2025, the company is concentrating on the research and application of military intelligence-related products [1] - The company aims to develop a new paradigm for national defense, centered around the XSim® military intelligence system, utilizing self-developed intelligent simulation platforms and tools [1] Group 3: Product and Service Offerings - Huaru Technology's offerings include intelligent decision-making, virtual training, digital testing, training equipment, and intelligent equipment across five major application areas [1] - The company is also nurturing the "Xiaoru Culture" sub-brand, focusing on the digital cultural creation sector, which includes online game development and operation, offline digital space creation, and IP derivative product development [1]

Company Overview - Huaru Technology's stock price as of August 25, 2025, is 27.23 yuan, unchanged from the previous trading day's closing price [1] - The company has a total market capitalization of 4.244 billion yuan and a circulating market value of 3.785 billion yuan [1] Financial Performance - For the first half of 2025, Huaru Technology reported operating revenue of 103 million yuan, representing a year-on-year increase of 3.85% [1] - The net profit attributable to shareholders of the listed company was -84 million yuan, a year-on-year decrease of 27.58% [1] - The non-recurring net profit was -89 million yuan, down 24.61% year-on-year [1] Market Activity - On August 25, 2025, the net outflow of main funds for Huaru Technology was 35.2455 million yuan, accounting for 0.83% of the circulating market value [1] - Over the past five trading days, the cumulative net outflow reached 55.8788 million yuan, representing 1.32% of the circulating market value [1]

Core Viewpoint - The company is set to implement a 2025 employee stock ownership plan (ESOP) that aligns with relevant laws and regulations, aiming to enhance corporate governance and employee engagement [1][2]. Group 1: Compliance and Approval - The board's remuneration and assessment committee has verified that the company meets the qualifications to implement the ESOP as per the relevant legal frameworks [1]. - The content of the 2025 ESOP complies with the Company Law, Securities Law, and other regulatory guidelines [1][2]. - The company has adequately consulted employees through a representative assembly prior to the announcement, ensuring no coercion or harm to the interests of the company and its shareholders [1]. Group 2: Benefits of the ESOP - The proposed participants in the ESOP meet the criteria set forth in the guiding opinions and regulatory documents, ensuring their eligibility [2]. - The ESOP is expected to enhance the profit-sharing mechanism between employees and owners, thereby improving corporate governance and increasing employee cohesion and competitiveness [2]. - The board believes that the implementation of the ESOP aligns with the long-term development needs of the company and does not harm the interests of the company or its shareholders [2].

Core Viewpoint - The company is set to implement a restricted stock incentive plan for 2025, which has been reviewed and approved by the Board's Compensation and Assessment Committee, ensuring compliance with relevant laws and regulations [1][3][4] Group 1: Eligibility and Compliance - The company has confirmed its eligibility to implement the stock incentive plan, meeting the criteria outlined in the Company Law, Securities Law, and other regulatory guidelines [2][3] - The incentive plan does not include independent directors, foreign employees, or shareholders holding more than 5% of the company's shares, ensuring compliance with the regulations [2][3] Group 2: Plan Details and Approval Process - The draft of the 2025 restricted stock incentive plan has been developed in accordance with legal requirements, including the distribution mechanism that aligns the interests of management and shareholders [3][4] - The plan's details, including the grant arrangements, vesting conditions, and other relevant terms, have been structured to avoid infringing on the interests of the company and its shareholders [4] - The plan is subject to approval at the upcoming shareholders' meeting before it can be implemented [4]

Group 1 - The board of directors of Beijing Huaru Technology Co., Ltd. held its 11th meeting of the 5th session, with all 6 directors present, and the meeting was deemed legally valid [1] - The board approved the 2025 semi-annual report, confirming that it accurately reflects the company's operational status for the first half of 2025 without any false statements or omissions [1][2] - The board also confirmed that the use of funds raised from the initial public offering complied with relevant regulations, and the report on the use of these funds was approved [2] Group 2 - The company proposed a 2025 restricted stock incentive plan draft to attract and retain talent, aligning the interests of shareholders, the company, and core team members [3][4] - The board authorized to determine the grant date and make necessary adjustments to the number of restricted stocks in case of capital changes [4][5] - The board's proposal for the 2025 employee stock ownership plan draft aims to enhance employee engagement and ensure long-term development [5][8] Group 3 - The board requested authorization from the shareholders' meeting to manage the 2025 employee stock ownership plan, including establishing, modifying, and terminating the plan [8][9] - The board's authorization will remain effective until the completion of the employee stock ownership plan [9] - A second extraordinary shareholders' meeting is scheduled for September 10, 2025, to discuss these proposals [9]

Meeting Information - The company will hold its second extraordinary general meeting of shareholders for 2025 on September 10, 2025, at 14:30, combining on-site voting and online voting [1][2] - The meeting is convened by the fifth board of directors and complies with relevant laws and regulations [1][2] - The registration date for shareholders is September 3, 2025 [2] Voting Procedures - Shareholders can choose between on-site voting and online voting, with the online voting period from 9:15 to 15:00 on the meeting day [2][5] - The meeting will include proposals that require a two-thirds majority approval from attending shareholders [4] Agenda Items - The meeting will discuss several proposals, including the 2025 Restricted Stock Incentive Plan and the 2025 Employee Stock Ownership Plan [3][4] - All proposals are categorized as special resolutions, requiring specific voting procedures for related shareholders [4] Registration and Attendance - Registration for the meeting will take place on September 9, 2025, from 9:00 to 17:00 [4] - Shareholders must provide necessary documentation for registration, including identification and proof of shareholding [4][5] Contact Information - For inquiries, shareholders can contact the company via phone or email, with specific details provided for communication [5]