证券代码：000997 证券简称：新大陆 公告编号：2025-068 新大陆数字技术股份有限公司 2025 年第一次临时股东会决议公告 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，没有虚假记载、误导性陈 述或重大遗漏。 特别提示： 1、本次股东会未出现否决提案的情形； 2、本次股东会未涉及变更以往股东会已通过的决议。 | 166,723,884 | 股同意， | 占出席会议中小股东所持股份的 | 84.4984 | ％； | | --- | --- | --- | --- | --- | | 2,077,382 | 股弃权， | 占出席会议中小股东所持股份的 | 1.0529 | ％； | | 28,508,891 | 股反对， | 占出席会议中小股东所持股份的 | 14.4488 | ％。 | | （其中，因未投票默认弃权 | | 股） 0 | | | 表决结果： 通过 （本议案属于股东会特别决议事项，已经出席股东会的股 东（包括股东代理人）所持表决权的 2/3 以上通过）。 一、会议召开和出席的情况 1、新大陆数字技术股份有限公司（以下简称"公司"）2025 年第一次临时股东 会现场会议于 ...

国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 Grandall Law Firm (Shanghai) 中国 上海 上海市静安区山西北路 99 号苏河湾中心 MT25-28 楼，200085 25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai, China, 200085 电话/TEL: (8621) 5234-1668 传真/FAX: (8621) 5234-1670 关于新大陆数字技术股份有限公司 2025年第一次临时股东会的法律意见书 致：新大陆数字技术股份有限公司 国浩律师（上海）事务所（以下简称"本所"）接受新大陆数字技术股份有限 公司（以下简称"公司"）委托，指派本所律师出席公司 2025 年第一次临时股东 会（以下简称"本次股东会"或"本次会议"）。本所律师根据《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》"）、《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、 法规、部门规章和规范性文件以及《新大陆数字技术股份有限公司章程》（ ...

Core Viewpoint - The "Fujian Capital and Industry Docking Conference (Park Special Session)" aims to empower new productive forces and promote industrial upgrading and transformation through financial means, facilitating deep integration of technological and industrial innovation in Fujian's modernization efforts [1][22]. Group 1: Conference Overview - The conference attracted over 150 representatives from mother funds and direct investment institutions, with a total fund management scale exceeding 2 trillion yuan, including 8 national-level mother funds [3][4]. - A total of 400 participants, including over 160 representatives from enterprises within and outside Fujian, gathered to discuss investment opportunities in Fujian and the role of funds in empowering park development [4][22]. Group 2: Fujian Jin Investment Introduction - Fujian Jin Investment, with a registered capital of 100 billion yuan, aims to strengthen finance, serve the real economy, and support innovation, having established 24 funds totaling over 30 billion yuan since its inception [6][7]. - The platform has facilitated over 150 billion yuan in social capital mobilization, supported more than 750 enterprises, and directly invested over 30 billion yuan in 14 projects [6][7]. Group 3: Industrial Park Promotion - Fuzhou New Area is focusing on developing six leading industries, including digital economy and new materials, supported by a fund matrix of 500 billion yuan [10][11]. - Fuzhou Economic Development Zone has attracted 13 listed companies and 253 high-tech enterprises, forming core industry clusters in new information technology and renewable energy [12][14]. - Quanzhou Taiwan Business Investment Zone is positioning itself as a hub for high-end equipment and electronic information industries, with 180 enterprises already established [16]. Group 4: Project Roadshows - Three high-quality enterprises, including Himountain Technology and Yougan Technology, presented their projects, showcasing innovations in AI and automotive electronics, which are expected to inject strong momentum into Fujian's industrial clusters [17][21]. - A total of ten additional projects from various companies were introduced, highlighting the diverse investment opportunities available in Fujian [21]. Group 5: Conclusion and Future Outlook - The conference successfully established a bridge for efficient capital and industry docking, fostering consensus on high-quality development in Fujian [22]. - Future initiatives will focus on further integrating financial support with technological and industrial innovation, contributing to Fujian's modernization [22].

Core Insights - The report highlights a strong demand for AI data center construction, leading to a significant increase in storage prices, while the consumer durable sector remains under pressure due to weak overall consumption [2][19] - The real estate market continues to struggle, with a year-on-year decline in transaction volumes across major cities, indicating a lack of demand momentum [3][23] - The manufacturing sector shows mixed signals, with increased demand for high-performance storage chips but a weak construction materials market [4][21] Strategy Observation - Storage prices are accelerating due to strong demand from AI data centers, while the durable goods sector is facing challenges [2][19] - The construction and real estate sectors are experiencing weak demand, with prices for steel and building materials remaining low [4][21] - Overall consumption is weak, with signs of overspending on national subsidies affecting durable goods [2][19] Downstream Consumption - Real estate sales are at a low point, with a 23.2% year-on-year decline in transaction volume across 30 major cities [3][20] - Durable goods consumption is also under pressure, with a 3.0% year-on-year decline in retail sales of passenger cars [3][20] - The agricultural sector shows some improvement, with a 3.5% increase in pig prices due to better supply-demand dynamics [3][20] Technology & Manufacturing - The price of DRAM storage has increased by 11.7% month-on-month, driven by strong demand from overseas AI server markets [4][21] - The construction materials sector is under pressure, with weak demand reflected in fluctuating prices for steel and building materials [4][21] - Manufacturing activity has seen a slight increase in operating rates, indicating some recovery in the sector [4][21] Logistics & Transportation - There is a slight recovery in long-distance travel demand, with a 5.5% month-on-month increase in the migration index [5][22] - Freight demand remains stable, with logistics activity increasing ahead of the "Double Eleven" shopping festival [5][22] - Port throughput has decreased, indicating potential challenges in the shipping sector [5][22] Real Estate Industry Tracking - The real estate market shows signs of continued weakness, with only 19% of cities indicating a bottoming out in the market [23][24] - Inventory pressure remains significant, with over 80% of cities experiencing extended new housing de-stocking cycles [23][26] - The overall market is characterized by a supply-demand imbalance, with ongoing challenges in inventory reduction [23][26] Company Performance Insights - Company reports indicate a robust performance in Q3, with significant revenue growth driven by internal transformations and market expansion [27][28] - The furniture sector shows resilience, with a projected EPS growth for 2025-2027, reflecting strong market positioning [27][28] - Companies in the technology sector are also experiencing growth, with increased EPS forecasts due to expanding business lines in AI and automotive electronics [30][31]

Investment Rating - The report maintains a "Buy" rating for the company, indicating a strong performance expectation relative to the market [6]. Core Insights - The company's revenue and profit exceeded expectations, with a total revenue of 62.44 billion yuan for the first three quarters of 2025, representing a year-on-year growth of 12% [6]. - The net profit attributable to the parent company for the same period was 9.18 billion yuan, also reflecting a year-on-year increase of 12% [6]. - The company is experiencing a recovery in profitability, with a single-quarter net profit margin improvement from 15.47% in Q2 2025 to 16.64% in Q3 2025 [6]. - The company is focusing on expanding its AI marketing products and enhancing its overseas payment services, aiming to become a leading global provider of offline digital business services [6]. Financial Data and Profit Forecast - The projected total revenue for 2025 is 96.28 billion yuan, with net profit expected to reach 13.75 billion yuan [6]. - The company anticipates a revenue growth rate of 24.3% for 2025, followed by 12.2% in 2026 and 10.0% in 2027 [5]. - The earnings per share (EPS) for 2025 is estimated at 1.36 yuan, with a projected increase to 1.67 yuan in 2026 and 1.77 yuan in 2027 [5].

Investment Rating - The report maintains an "Outperform" rating for the company, expecting a relative performance exceeding the benchmark index by over 10% in the next 12-18 months [4][9]. Core Insights - The company is projected to have a net profit attributable to shareholders of RMB 1.28 billion for 2025, with adjustments to RMB 1.57 billion and RMB 1.91 billion for 2026 and 2027 respectively. The EPS forecasts for 2025-2027 are RMB 1.26, RMB 1.55, and RMB 1.89 [4][9]. - The target price is set at RMB 38.71, based on a 25x PE ratio for 2026, referencing comparable companies [4][9]. - In Q3 2025, the company reported a revenue increase of 14.86% year-on-year, with a net profit attributable to shareholders rising by 29.77% year-on-year [4][9]. - For the first three quarters of 2025, total revenue reached RMB 62.44 billion, up 12.04% year-on-year, while net profit attributable to shareholders was RMB 9.18 billion, an increase of 12.15% year-on-year [4][9]. - The gross profit margin (GPM) for Q3 was 35.71%, a slight decrease of 0.25 percentage points year-on-year, but showed recovery from Q2 due to improved market conditions [4][9]. Financial Summary - The company’s total revenue is projected to grow from RMB 8.25 billion in 2023 to RMB 11.705 billion by 2027, reflecting a compound annual growth rate (CAGR) of 18.3% [3][4]. - The net profit attributable to shareholders is expected to increase significantly from RMB 1.004 billion in 2023 to RMB 1.913 billion in 2027, indicating a CAGR of 22% [3][4]. - The sales gross margin is expected to improve from 35.2% in 2023 to 42.5% by 2027, demonstrating operational efficiency [3][4]. Business Performance - The merchant operation services segment recorded a transaction volume of RMB 16.2 trillion in the first three quarters, with Q3 alone contributing nearly RMB 570 billion, marking an over 18% year-on-year growth [4][9]. - The smart terminal sector achieved over 26% year-on-year growth in overseas payment equipment revenue in Q3, indicating strong market penetration in emerging markets [4][9]. - The company launched an industry-specific AI model and has seen over 150,000 merchants trialing its AI marketing products, showcasing innovation in technology integration [4][9].

Investment Rating - The report maintains a "Buy" rating for the company [2][7]. Core Insights - The company's revenue and profit exceeded expectations, with total revenue for Q1-Q3 2025 reaching 62.44 billion yuan, a year-on-year increase of 12%, and net profit attributable to the parent company at 9.18 billion yuan, also up 12% year-on-year [7]. - The gross margin improved in Q3 2025, rising to 35.71% from 32.92% in Q2 2025, indicating a recovery in profitability [7]. - The company experienced significant growth in overseas payment device revenue, with a year-on-year increase of over 26% in Q3 2025 [7]. - The total transaction volume for payment services reached 1.62 trillion yuan in Q1-Q3 2025, with Q3 alone showing a growth of over 18% year-on-year [7]. - The company is advancing its AI and overseas expansion strategies, with over 150,000 merchants trialing its AI marketing products [7]. - The report forecasts revenue for 2025-2027 to be 96.28 billion, 108.06 billion, and 118.87 billion yuan respectively, with net profits projected at 13.75 billion, 16.92 billion, and 17.94 billion yuan [7]. Financial Data and Profit Forecast - Total revenue for 2025 is estimated at 96.28 billion yuan, with a year-on-year growth rate of 24.3% [6]. - The net profit for 2025 is projected to be 13.75 billion yuan, reflecting a year-on-year increase of 36.2% [6]. - The earnings per share (EPS) for 2025 is expected to be 1.36 yuan [6]. - The company's return on equity (ROE) is projected to be 17.8% for 2025 [6].

Summary of Newland's Conference Call Company Overview - **Company**: Newland - **Period**: First three quarters of 2025 Key Financial Performance - **Net Profit**: Non-recurring net profit reached 338 million yuan, a year-on-year increase of 29.77%, marking a historical high [2][3] - **Total Revenue**: Total revenue for the first three quarters was 6.244 billion yuan, up 12.04% year-on-year [3] - **Payment Transaction Volume**: Payment service transaction volume reached 1.62 trillion yuan, with a third-quarter growth of over 18% [2][3] Industry Dynamics - **Globalization Strategy**: Significant progress in localizing deployment in Europe and the Americas, with emerging markets in Latin America and the Middle East showing breakthroughs [2][3] - **Cross-Border Payment**: Achieved a milestone in cross-border payment and overseas acquiring, moving from 0 to 1, with plans for rapid replication [8] Payment Services - **Transaction Growth**: Third-quarter transaction volume approached 570 billion yuan, with a year-on-year increase of over 18% [3][5] - **QR Code Transactions**: QR code transaction volume increased to 45%, with the number of transactions growing by over 90% year-on-year [5] Equipment Business - **Overseas Sales Growth**: Overseas payment device revenue grew over 26% year-on-year, driven by demand for new technologies like AI and cryptocurrency [6] - **Market Penetration**: The company aims to increase market share by 15-20% over the next 3-5 years [4][12] Strategic Partnerships - **Collaboration with Alibaba Cloud**: Launched AI-based products to enhance customer service efficiency and reduce costs [9] Regulatory Environment - **Central Bank Initiatives**: Actively responding to the central bank's cross-border QR code gateway construction, simplifying cross-border payment processes [10] Future Outlook - **Market Strategy**: Adjusting overseas market strategy to focus on market share, with a target of 15-20% increase in market share over the next 3-5 years [4][18] - **AI Integration**: Plans to leverage AI technology to enhance merchant revenue and operational efficiency [21][20] Additional Insights - **Value-Added Services**: Increased demand for value-added services post-pandemic, contributing to higher profit margins [14] - **POS Device Demand**: Strong demand for POS device upgrades in the European and American markets, with a focus on smart devices [15][16] - **Long-Term Vision**: Aiming to become a global leader in the payment industry, with a focus on digital payment solutions and supporting the internationalization of the RMB [23][24]

Group 1: Market Trends - In Q3 2025, the issuance of public funds for Hong Kong stocks saw a significant recovery, reaching the highest level since Q1 2021[4] - The stock position of actively managed public funds slightly decreased to 85.6%, with Hong Kong stock holdings at 18.7%[6] - Public funds mainly increased their positions in retail, pharmaceuticals, and non-ferrous sectors, while reducing exposure to communications, computing, and new energy vehicles[4] Group 2: Real Estate Insights - Only 19% of cities showed signs of bottoming out in the real estate market, with second-hand housing outperforming new housing in transaction volume[14] - New housing prices continued to decline, with a significant drop in transaction volumes in second-tier cities, reflecting ongoing inventory pressure[16] - The inventory clearance cycle for first-tier cities increased to 19.9-21.1 months, while second-tier cities reached a new high of 24.8 months[16] Group 3: Steel Industry Overview - Steel prices showed mixed trends, with rebar prices decreasing by 20 CNY/ton to 3190 CNY/ton, while hot-rolled coil prices increased by 20 CNY/ton to 3300 CNY/ton[18] - The operating rate of blast furnaces in 247 steel mills rose to 84.71%, indicating a slight increase in production activity[19] - The average gross profit for rebar production increased to 126.1 CNY/ton, while hot-rolled coil profits decreased to 16.1 CNY/ton[20] Group 4: Logistics and E-commerce Performance - In September 2025, the national express delivery volume increased by 12.7% year-on-year, with SF Express leading the growth at 31.8%[29] - The express delivery industry saw a revenue increase of 7.2% in September, despite a decline in single-ticket revenue by 4.9%[31] - The industry concentration continued to rise, with the CR8 market share increasing to 86.9%[30]

Financial Performance - The company's total revenue is 6.244 billion yuan, with a net profit attributable to shareholders of 918 million yuan [1] - The net cash inflow from operating activities is 134 million yuan, a decrease of 1.25 billion yuan compared to the same period last year, representing a year-on-year decline of 48.38% [1] Financial Ratios - The latest debt-to-asset ratio is 44.77%, ranking 48th among disclosed peers, which is an increase of 3.56 percentage points from the previous quarter and 3.18 percentage points from the same period last year [3] - The latest gross profit margin is 35.74%, ranking 33rd among disclosed peers, with a decrease of 0.02 percentage points from the previous quarter and a decrease of 2.29 percentage points from the same period last year [3] - The latest return on equity (ROE) is 12.78% [3] Earnings Per Share - The diluted earnings per share is 0.32 yuan, a decrease of 0.49 yuan compared to the same period last year, representing a year-on-year decline of 60.21% [3] Asset Management - The latest total asset turnover ratio is 0.47 times, and the inventory turnover ratio is 3.76 times [3] Shareholder Structure - The number of shareholders is 66,000, with the top ten shareholders holding 428 million shares, accounting for 42.27% of the total share capital [3] - The largest shareholder is Newland Technology Group Co., Ltd., holding 30.4% of the shares [3]