华泰联合证券有限责任公司 关于慧博云通科技股份有限公司 2025 年半年度持续督导跟踪报告 | 保荐人名称：华泰联合证券有限责任公司 | 被保荐公司简称：慧博云通 | | --- | --- | | 保荐代表人姓名：李世静 | 联系电话：010-56839300 | | 保荐代表人姓名：耿玉龙 | 联系电话：010-56839300 | 一、保荐工作概述 | 项目 | 工作内容 | | --- | --- | | 1.公司信息披露审阅情况 | | | （1）是否及时审阅公司信息披露文件 | 是 | | （2）未及时审阅公司信息披露文件的次数 | 无 | | 2．督导公司建立健全并有效执行规章制度的 | | | 情况 | | | （1）是否督导公司建立健全规章制度（包括 | | | 但不限于防止关联方占用公司资源的制度、 | 是 | | 募集资金管理制度、内控制度、内部审计制 | | | 度、关联交易制度） | | | （2）公司是否有效执行相关规章制度 | 是 | | 3.募集资金监督情况 | | | （1）查询公司募集资金专户次数 | 0 次（募集资金专户已于 2024 年内注销） | | （2）公司募集资 ...

Core Viewpoint - The acquisition plan of Huibo Yuntong is ongoing, with its affiliates and Zhejiang State-owned Assets Supervision and Administration Commission planning to acquire a 32.09% stake in Baode Computer, which is seen as a strategic move to mitigate investment risks and address funding issues of Baode's major shareholder [1][3][7]. Group 1: Acquisition Details - Huibo Yuntong's affiliates, including Beijing Shenhui Jinwei and Hangzhou Chuantou, will acquire a total of 32.09% of Baode Computer's shares, with a cash investment of approximately 14.44 billion yuan, based on Baode's overall valuation of 4.5 billion yuan [4][6]. - The affiliates will contribute 9.94 billion yuan and 4.50 billion yuan respectively for the acquisition [4][5]. Group 2: Financial Performance - Huibo Yuntong's net profit has significantly declined, with a drop of over 20% expected in 2024 and a 78% decrease in the first half of 2025, indicating a substantial profit pressure despite revenue growth [1][10]. - The company reported a net profit of 0.66 billion yuan in 2020, which fell to 0.66 billion yuan in 2024, returning to 2020 levels [9][10]. Group 3: Industry Context - Baode Computer is a leading provider of information technology infrastructure in China, with annual revenues exceeding 10 billion yuan, and has shown profitability with net profits of 2.01 billion yuan and 2.35 billion yuan in 2023 and 2024 respectively [2][10]. - The acquisition is intended to help Huibo Yuntong transition from software services to a more integrated hardware-software business model, thereby expanding its business scope and improving its industry chain layout [10].

Core Viewpoint - The acquisition plan by Huibo Yuntong is seen as a strategic move to address its declining profits and enhance its business operations through the purchase of a significant stake in Baode Computer [1][2]. Group 1: Acquisition Details - Huibo Yuntong's affiliates and Zhejiang State-owned Assets Supervision and Administration Commission plan to jointly acquire 32.09% of Baode Computer's shares, with the company’s affiliate contributing 994 million yuan [1][3]. - The acquisition is based on an overall valuation of Baode Computer at 4.5 billion yuan, with the total investment from the affiliates amounting to approximately 1.444 billion yuan [3][4]. - The acquisition aims to resolve the financial issues of Baode Computer's major shareholder and reduce investment risks for Huibo Yuntong [1][6]. Group 2: Financial Performance - Huibo Yuntong's net profit has seen a significant decline, with a drop of over 20% expected in 2024 and a staggering 78% decrease in the first half of 2025, amounting to 5.6477 million yuan [1][9]. - Despite continuous revenue growth from 688 million yuan in 2020 to 1.743 billion yuan in 2024, the company's net profit has faced pressure, indicating a disconnect between revenue and profitability [9][10]. - Baode Computer, on the other hand, reported revenues exceeding 10 billion yuan in 2023 and 2024, with net profits of 201 million yuan and 235 million yuan respectively, showcasing its strong financial health [10]. Group 3: Strategic Implications - The acquisition is viewed as a critical step for Huibo Yuntong to transition from software services to a more integrated hardware-software business model, thereby expanding its operational scope and improving its industry positioning [10][11]. - The involvement of affiliates in the acquisition is seen as a strategy to mitigate risks associated with the investment in Baode Computer, which has been identified as having certain operational flaws [6][8].

Core Viewpoint - Huibo Yuntong (301316.SZ) is advancing its major asset restructuring by acquiring a controlling stake in Baode Computer Systems Co., Ltd. through a cash transaction involving its controlling shareholder's affiliates and Zhejiang state-owned assets [2][3][4]. Group 1: Acquisition Details - Huibo Yuntong's controlling shareholder's affiliate, Beijing Shenhui Jinwei Yuan Information Industry Partnership, plans to acquire 22.0875% of Baode Computer for approximately 9.93 billion cash, gaining control [2][3]. - Zhejiang state-owned assets will simultaneously acquire 10% of Baode Computer for 4.5 billion cash, bringing the total transaction value to about 14.4 billion based on Baode's 45 billion valuation [3][4]. Group 2: Strategic Implications - The acquisition addresses concerns regarding Huibo Yuntong's previous restructuring plan, which lacked the involvement of Baode's major shareholder, leading to fears of "paper control" [4][5]. - The new acquisition structure allows Huibo Yuntong to set performance commitments with Baode's major shareholders, ensuring that net profits for 2026-2028 meet projected values, with penalties for non-compliance [7][8]. Group 3: Financial Support and Risk Mitigation - The total cash from the affiliates and Zhejiang state-owned assets will be used to resolve Baode's previous financial issues, thereby reducing investment risks for Huibo Yuntong [7][8]. - The involvement of multiple state-owned entities in the acquisition signals strong backing for Huibo Yuntong's restructuring efforts, enhancing market confidence [8][9]. Group 4: Future Expectations - The collaboration among various parties suggests an expectation that Huibo Yuntong will ultimately acquire 100% of Baode Computer, with strategic partnerships in place to support this goal [8][9]. - The restructuring plan also includes strategic investors like Changjiang Industrial Investment Group, further solidifying the financial foundation for the acquisition [9][10].

Core Viewpoint - The acquisition of 32.0875% of Baode Computing by Huibo Yuntong's controlling shareholder and a local state-owned enterprise marks a strategic shift in the approach to the deal, aiming to address historical issues and enhance future capital operations [2][3]. Group 1: Acquisition Details - Huibo Yuntong announced a joint acquisition of Baode Computing's shares by its controlling shareholder, Shenhui Holdings, and Hangzhou Chuantou, a local state-owned enterprise, breaking the original plan for direct acquisition by the listed company [2][5]. - The transaction values Baode Computing at 4.5 billion yuan, with Shenhui Jinwu acquiring 22.0875% for approximately 994 million yuan and Hangzhou Chuantou acquiring 10% for 450 million yuan, totaling 1.444 billion yuan [6][10]. - The funds from the acquisition will be used to address historical financial issues within Baode Computing, which has faced challenges in its IPO process due to overlapping business scopes and capital occupation [7][10]. Group 2: Strategic Implications - The acquisition reflects the urgent trend of "soft and hard collaboration" in the domestic computing power industry, as Huibo Yuntong seeks to enhance its hardware capabilities to complement its software services [2][11]. - The deal is seen as a strategic move for Huibo Yuntong to overcome performance bottlenecks, with the company experiencing revenue growth but declining profitability [10][11]. - The integration of Baode Computing's AI hardware capabilities is expected to provide Huibo Yuntong with a competitive edge in delivering comprehensive solutions to clients [11][12]. Group 3: Market Context - The acquisition aligns with the broader industry trend where hardware and software companies are increasingly collaborating to enhance their market positions amid intensifying competition in AI computing [11][12]. - The deal is positioned as a critical case for observing industry consolidation, particularly in the context of China's push for self-reliance in AI technology [3][12].

华泰联合证券有限责任公司 关于慧博云通科技股份有限公司 与关联方共同投资暨关联交易的核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"、"保荐机构"）作 为慧博云通科技股份有限公司（以下简称"慧博云通"、"公司"）首次公开发行 股票并在创业板上市的保荐机构，根据《证券发行上市保荐业务管理办法》、《深 圳证券交易所股票上市规则》、《深圳证券交易所上市公司自律监管指引第 2 号— —创业板上市公司规范运作》、《深圳证券交易所上市公司自律监管指引第 13 号 ——保荐业务》等相关法律法规和规范性文件的规定，在持续督导期内，对慧博 云通与关联方共同投资暨关联交易的事项进行了审慎核查，并发表如下意见： 一、关联交易概况 公司控股股东深圳申晖控股有限公司（以下简称"申晖控股"）控制的关联 方北京申晖金婺信息产业合伙企业（有限合伙）（以下简称"申晖金婺"）和浙江 省人民政府国有资产监督管理委员会（以下简称"浙江省国资委"）控制的杭州 产投致兴股权投资合伙企业（有限合伙）（以下简称"产投致兴"）与宝德计算机 系统股份有限公司（以下简称"宝德计算"）控股股东霍尔果斯宝德创业投资有 限公司（以下简称"霍尔果斯宝德"）、 ...

Group 1 - The core point of the article is that Huibo Yuntong (301316) announced a significant investment and related party transaction involving the acquisition of shares in Baode Computing by its controlling shareholder and related parties [1] - Huibo Yuntong's controlling shareholder, Shenhui Holdings, through its related party Shenhui Jinwu, plans to acquire a total of 22.0875% of Baode Computing's shares from Huolguosi Baode and Baode Research Institute for cash [1] - Additionally, Hangzhou Chantuo, controlled by the Zhejiang Provincial State-owned Assets Supervision and Administration Commission, intends to acquire 10% of Baode Computing's shares from Huolguosi Baode for cash [1] Group 2 - Following the completion of this transaction, Shenhui Jinwu will hold 22.0875% of Baode Computing's shares, thereby gaining control over the company [1] - As of the announcement date, Shenhui Holdings holds 21.16% of Huibo Yuntong, confirming its status as the controlling shareholder [1] - Shenhui Jinwu is identified as a related party controlled by the company's controlling shareholder, Shenhui Holdings, which acts as the executing partner in this transaction [1]

Core Viewpoint - Huibo Yuntong (301316.SZ) announced a joint investment and related party transaction involving the acquisition of 32.0875% of Baode Computer by its controlling shareholder Shenzhen Shenhui Holdings and Zhejiang Provincial State-owned Assets Supervision and Administration Commission [1][2]. Group 1: Transaction Details - Shenhui Holdings, which holds 21.16% of Huibo Yuntong, will acquire 22.0875% of Baode Computer, gaining control over it [2][6]. - The total valuation for Baode Computer is set at 4.5 billion yuan, with the share price for the transaction calculated at 6.7365 yuan per share, totaling approximately 1.443 billion yuan [3][4]. - The transaction involves cash payments from Shenhui Jinwei and Hangzhou Chantu to the sellers, with specific share allocations and corresponding prices detailed [3][4]. Group 2: Financial Performance - For the first half of 2025, Huibo Yuntong reported revenue of 1.0258754 billion yuan, a year-on-year increase of 33.50%, but a net profit attributable to shareholders of only 5.6477 million yuan, down 78.37% [4]. - The company also reported a negative net cash flow from operating activities of -118.3085 million yuan, compared to -45.6583 million yuan in the same period last year [4]. - Baode Computer is projected to achieve revenues of 9.2700421 billion yuan and 10.0077561 billion yuan in 2023 and 2024, respectively, with net profits of 200.7744 million yuan and 235.1358 million yuan [6][7]. Group 3: Future Commitments - The sellers, Horquos Baode and Baode Research Institute, have committed to ensuring that Baode Computer's audited net profit for 2025 meets or exceeds the forecasted figures in the evaluation report [3][4]. - If the actual net profit falls short, the sellers will compensate Shenhui Holdings for the difference [4].

Group 1 - Dashi Intelligent signed a contract worth 23.86 million yuan for the Xiaomi Wuhan Phase II smart project, providing a comprehensive smart space solution [1] - ST Tian Sheng's subsidiary passed the consistency evaluation for sodium bicarbonate injection, used for treating metabolic acidosis and certain drug poisonings [1] - Yongyue Technology's actual controller Chen Xiang was released on bail due to allegations of information disclosure violations, while the company's operations remain normal [2] Group 2 - Jushen Co. experienced a stock price fluctuation with a cumulative increase of over 20% over three trading days, while also planning to reduce repurchased shares [2][3] - Shanghai Airport reported a 6.9% year-on-year increase in passenger throughput at Pudong International Airport, totaling 7.9471 million passengers in August [3][4] - Jianlong Micro-Nano announced plans for shareholders to reduce up to 3% of company shares due to fund expiration and exit arrangements [5][6] Group 3 - Yunyong Technology's shareholders plan to reduce up to 2.99% of company shares due to personal funding needs [6] - Zitian Tui's stock entered a delisting arrangement period, expected to last 15 trading days [7] - Pruis's shareholders plan to reduce up to 3% of company shares for personal funding needs [9] Group 4 - Dayilong's shareholders plan to reduce up to 3% of company shares for personal financial arrangements [10] - Yihua New Materials' shareholders plan to reduce up to 1% of company shares for personal funding needs [12] - Huibo Yuntong's controlling shareholder's affiliates plan to acquire a controlling stake in Baode Computer [13] Group 5 - Wanda Information's shareholders plan to reduce up to 3% of company shares for operational needs [14] - Jiafa Education's shareholders plan to reduce up to 3% of company shares for personal funding needs [15] - Guangkang Biochemical's shareholders plan to reduce up to 1.8% of company shares for personal funding needs [16] Group 6 - Yingxin Development's shareholders plan to reduce up to 0.67% of company shares due to bankruptcy asset disposal [18] - Weiye Co.'s shareholders plan to reduce a total of up to 2% of company shares [19] - Kelin Electric plans to raise up to 1.5 billion yuan through a private placement to supplement working capital [20]

Group 1 - The US and China held talks in Madrid on September 14 regarding trade issues, including unilateral tariffs and export controls [1] - The Chinese government is encouraging private investment in new productivity, emerging services, and new infrastructure [2] - The US Department of Commerce added several Chinese entities to its export control "entity list," which China strongly opposes [3] - China initiated anti-dumping investigations on imported simulation chips from the US and launched a discrimination investigation regarding US measures in the integrated circuit sector [4] Group 2 - The People's Bank of China reported that the social financing scale increased by 26.56 trillion yuan in the first eight months of 2025, up 4.66 trillion yuan year-on-year [5] - The National Bureau of Statistics is set to release key economic data, including industrial added value and fixed asset investment [6] - The Ministry of Finance announced early issuance of local government debt limits to address hidden debt [7] Group 3 - The Ministry of Industry and Information Technology released a plan for the automotive industry aiming for approximately 32.3 million vehicle sales in 2025, a 3% increase [8] - The National Internet Information Office is drafting regulations to promote the use of electronic documents and digital currency in cross-border payments [9] - The National Health Commission's draft for national standards on pre-prepared food safety has passed expert review [10] Group 4 - The China Securities Regulatory Commission is investigating *ST Dongtong for serious financial fraud, proposing fines totaling 2.29 billion yuan [11] - Dongcai Technology announced that its high-speed electronic resin has been supplied to major server systems including Nvidia and Huawei [12] - Tuojing Technology plans to raise up to 4.6 billion yuan for high-end semiconductor equipment projects [13] - GoerTek announced plans to acquire 100% of Shanghai Aolai through a capital increase of 530 million yuan [14] - TCL Technology intends to invest approximately 29.5 billion yuan in an 8.6-generation printed OLED production line [15] Group 5 - The US stock market showed mixed results, with the Dow Jones down 0.59% and the Nasdaq up 0.44%, driven by large tech stocks [20] - Nvidia is reportedly scaling back its cloud computing efforts, particularly its DGX Cloud service [21] - Economists predict that the Federal Reserve may implement two to three interest rate cuts by the end of the year [22]