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。 一、董事会会议召开情况 根据《中华人民共和国公司法》（以下简称《公司法》）、《中华人民共 和国证券法》（以下简称《证券法》）、国投智能（厦门）信息股份有限公司 （以下简称公司）《公司章程》及公司《董事会议事规则》的有关规定，公司 于 2025 年 7 月 15 日以现场与通讯会议相结合的方式召开了第六届董事会第 十二次会议，会议通知于 2025 年 7 月 8 日以电子邮件和即时通讯方式送达。 会议应出席董事 9 人，实际出席董事 9 人，全体董事均亲自出席了本次会议， 其中董事惠澎、夏成楼、申强、杨瑾、陈晶、陈少华、杨晨晖以通讯方式参会。 公司董事会秘书及部分高管列席了会议。本次会议由公司董事长滕达先生召集 和主持。会议的召集、召开及参与表决的董事人数符合相关法律法规及规范性 文件的规定。 二、董事会会议审议情况 全体董事经认真审议，以书面投票表决的方式通过如下议案： 证券代码：300188 证券简称： 国投智能 公告编号：2025-56 国投智能（厦门）信息股份有限公司 经审议，全体董事认为：为进一步规范公司 ...

分产业来看，上半年第一产业同比增长3.7%，是去年以来的新高。农业增加值的稳步回升，主要得益 于国家对农业扶持力度的不断增大，特别在重视国家安全的大环境下，农业的发展关乎国家治理和民生 的根本。第二产业同比增长5.3%，比去年同期下降0.5个百分点，主要是受到房地产市场供求关系出现 调整的影响。但除房地产之外，规模以上工业增加值同比增长6.4%，表明整体经济在供给侧和生产端 的意愿都比较旺盛，这也折射出当前经济运行的问题主要还是在需求侧。此外，服务业增长情况良好， 特别是代表生产性服务业的信息传输、软件和信息技术服务业较快增长，体现出生产性服务业对于新质 生产力形成的重要促进作用。未来生产性服务业和新质生产力的相互赋能，仍然是驱动经济增长的重要 动力。 未来生产性服务业和新质生产力的相互赋能，仍然是驱动经济增长的重要动力。 本报评论员 胡光旗 7月15日，国家统计局公布数据显示，上半年实际GDP同比增长5.3%。分季度来看，一季度增长5.4%， 二季度增长5.2%，今年的经济增长情况要好于去年同期水平。特别在二季度，顶住贸易摩擦导致的外 需波动带来的挑战，比去年同期加快了0.5个百分点。上半年经济增长好于预期 ...

Economic Overview - China's GDP for the first half of the year reached 66,053.6 billion yuan, with a year-on-year growth of 5.3% [2] - The primary industry added value was 31,172 billion yuan (3.7% growth), the secondary industry was 239,050 billion yuan (5.3% growth), and the tertiary industry was 390,314 billion yuan (5.5% growth) [2] - The GDP growth for Q1 was 5.4% and for Q2 was 5.2%, with a quarter-on-quarter growth of 1.1% in Q2 [2] Industrial Performance - The industrial added value above designated size grew by 6.4%, with equipment manufacturing and high-tech manufacturing leading at 10.2% and 9.5% respectively [3] - Emerging products such as 3D printing equipment, new energy vehicles, and industrial robots saw production increases of 43.1%, 36.2%, and 35.6% respectively, indicating enhanced technological innovation and a solidified position in the global supply chain [3] Service Sector Growth - The tertiary industry increased by 5.5%, with modern service sectors like information transmission, software, and IT services showing significant growth [3] - Despite the manufacturing purchasing manager index remaining in contraction territory, the business activity expectation index reached 52.0, indicating a recovery in market confidence [3] Consumer Insights - The per capita disposable income for residents was 21,840 yuan, with a nominal growth of 5.3%, aligning with GDP growth [4] - Retail sales in various categories showed significant growth, including food and beverage (12.3%), sports and entertainment goods (22.2%), and household appliances (30.7%) [4] Policy Impact - Supply-side growth is supported by the development of technology-intensive industries and targeted macro policies, such as tax incentives for high-end manufacturing and financing support for SMEs [4] - Consumer policies, such as trade-in programs and subsidies, have stimulated short-term consumption and pressured companies to accelerate technological upgrades, creating a virtuous cycle of consumption and industrial upgrades [5] Future Outlook - The consumption market is expected to remain active in the second half of the year, supported by ongoing consumer policies [5] - The cycle of income growth, consumption upgrade, and industrial transformation is anticipated to drive high-quality economic development [5]

Core Viewpoint - The national economy has shown resilience and stability in the first half of the year, with a GDP growth of 5.3% year-on-year, driven by effective macroeconomic policies and a focus on high-quality development [1][12]. Group 1: Agriculture and Livestock - Agricultural value added increased by 3.7% year-on-year, with summer grain production totaling 149.74 million tons, a slight decrease of 0.1% from the previous year [2]. - Livestock production saw a growth of 2.8%, with pork, beef, and poultry production increasing by 1.3%, 4.5%, and 7.4% respectively [2]. Group 2: Industrial Production - Industrial value added for large enterprises grew by 6.4% year-on-year, with manufacturing increasing by 7.0% and high-tech manufacturing by 9.5% [3]. - The production of 3D printing equipment, new energy vehicles, and industrial robots surged by 43.1%, 36.2%, and 35.6% respectively [3]. Group 3: Service Sector - The service sector's value added rose by 5.5%, with significant growth in information technology services (11.1%) and leasing and business services (9.6%) [4][5]. - The service industry production index increased by 6.0% year-on-year, indicating robust growth in various service sectors [5]. Group 4: Consumer Market - Retail sales of consumer goods reached 2.45458 trillion yuan, growing by 5.0% year-on-year, with significant increases in sales of upgraded consumer goods [6]. - Online retail sales amounted to 742.95 billion yuan, reflecting an 8.5% increase, with physical goods online sales growing by 6.0% [6]. Group 5: Fixed Asset Investment - Fixed asset investment (excluding rural households) grew by 2.8% year-on-year, with manufacturing investment increasing by 7.5% [7]. - Infrastructure investment rose by 4.6%, while real estate development investment saw a decline of 11.2% [7]. Group 6: Trade and Exports - Total goods import and export value reached 21.7876 trillion yuan, with exports growing by 7.2% and imports declining by 2.7% [8]. - The share of private enterprises in total imports and exports increased to 57.3%, up by 2.3 percentage points from the previous year [8]. Group 7: Employment and Income - The urban surveyed unemployment rate averaged 5.2%, showing a slight decrease, while the average disposable income per capita reached 21,840 yuan, a nominal increase of 5.3% [10][11]. - Rural residents experienced a faster income growth rate compared to urban residents, with rural disposable income growing by 5.9% [11].

Core Insights - The service sector's value added grew by 5.5% year-on-year in the first half of the year, accelerating by 0.2 percentage points compared to the first quarter [1] - In June, the national service production index increased by 6.0% year-on-year, with significant growth in information transmission, software, and IT services at 11.6% [1] Service Sector Performance - The value added in the information transmission, software, and IT services sector grew by 11.1%, while leasing and business services increased by 9.6% [1] - The transportation, warehousing, and postal services sector saw a value added growth of 6.4%, and wholesale and retail trade grew by 5.9% [1] Revenue and Business Activity - From January to May, the revenue of large-scale service enterprises increased by 8.1% year-on-year [1] - The service business activity index stood at 50.1 in June, indicating a slight expansion, while the business activity expectation index was at 56.0, suggesting positive future outlook [1] Sector-Specific Insights - Industries such as postal, telecommunications, broadcasting, satellite transmission services, internet software and IT services, monetary financial services, capital market services, and insurance all reported business activity indices above 55.0, indicating a high level of prosperity [1]

Economic Overview - The GDP for the first half of the year reached 660,536 billion yuan, with a year-on-year growth of 5.3% at constant prices [1][13] - The first quarter saw a GDP growth of 5.4%, while the second quarter recorded a growth of 5.2% [3][13] - The overall economic performance reflects strong resilience and vitality, supported by proactive macro policies [3][24] Industry Performance - The value added in the primary industry was 31,172 billion yuan, growing by 3.7% year-on-year [2][15] - The secondary industry added value was 239,050 billion yuan, with a growth rate of 5.3% [2][15] - The tertiary industry saw an increase in value added to 390,314 billion yuan, growing by 5.5% [2][15] - Industrial production increased by 6.4% year-on-year, with significant growth in equipment manufacturing (10.2%) and high-tech manufacturing (9.5%) [4][16] Service Sector - The service sector's value added grew by 5.5%, accelerating by 0.2 percentage points compared to the first quarter [5][17] - Key sectors such as information transmission and software services grew by 11.1%, while transportation and warehousing increased by 6.4% [17] Consumer Market - The total retail sales of consumer goods reached 245,458 billion yuan, with a year-on-year growth of 5.0% [6][19] - Online retail sales amounted to 74,295 billion yuan, growing by 8.5% [19] Investment Trends - Fixed asset investment (excluding rural households) totaled 248,654 billion yuan, with a year-on-year growth of 2.8% [7][20] - Manufacturing investment grew by 7.5%, while real estate development investment declined by 11.2% [20] Trade and Exports - The total value of goods imports and exports reached 217,876 billion yuan, with exports growing by 7.2% [21] - The share of private enterprises in total imports and exports increased to 57.3% [21] Employment and Income - The average urban survey unemployment rate was 5.2%, slightly down from the first quarter [9][23] - Per capita disposable income reached 21,840 yuan, with a nominal growth of 5.3% [8][24]

Economic Overview - The national economy showed resilience and stability in the first half of the year, with GDP reaching 66,053.6 billion yuan, a year-on-year increase of 5.3% [2][21] - The first industry value added was 31,172 billion yuan, growing by 3.7%, while the second industry increased by 5.3% to 239,050 billion yuan, and the third industry grew by 5.5% to 390,314 billion yuan [2][21] Agriculture - Agricultural value added grew by 3.7%, with summer grain production totaling 14,974 million tons, a slight decrease of 0.1% from the previous year [3] - Livestock production saw an increase of 2.8%, with pork, beef, and poultry production rising by 1.3%, 4.5%, and 7.4% respectively [3] Industrial Production - Industrial output increased by 6.4%, with manufacturing growing by 7.0% and high-tech manufacturing by 9.5% [4][21] - Equipment manufacturing saw a significant increase of 10.2%, outperforming overall industrial growth [4] Services Sector - The services sector grew by 5.5%, with notable increases in information transmission, software, and IT services at 11.1% [5] - The service industry production index rose by 6.0% year-on-year, indicating robust growth in modern service sectors [5] Consumer Market - Retail sales of consumer goods reached 245,458 billion yuan, a year-on-year increase of 5.0%, with urban retail sales growing by 5.0% and rural sales by 4.9% [6][21] - E-commerce sales totaled 74,295 billion yuan, reflecting an 8.5% increase, with physical goods online sales growing by 6.0% [6] Investment Trends - Fixed asset investment (excluding rural households) reached 248,654 billion yuan, up 2.8%, with manufacturing investment growing by 7.5% [7][21] - Infrastructure investment increased by 4.6%, while real estate development investment saw a decline of 11.2% [7] Trade Performance - Total goods import and export amounted to 217,876 billion yuan, a 2.9% increase, with exports growing by 7.2% [8][21] - Private enterprises accounted for 57.3% of total trade, indicating a growing role in the economy [8] Price Stability - The Consumer Price Index (CPI) showed a slight decline of 0.1% year-on-year, with food prices decreasing by 0.3% [10] - Core CPI, excluding food and energy, rose by 0.4%, indicating moderate inflationary pressures [10] Employment and Income - The urban unemployment rate averaged 5.2%, showing a slight decrease, while the average disposable income per capita reached 21,840 yuan, a nominal increase of 5.3% [11][12] - Rural residents experienced a faster income growth rate of 6.2% compared to urban residents [12]

Economic Overview - The national economy has shown resilience and stability, with a GDP of 66,053.6 billion yuan in the first half of the year, growing by 5.3% year-on-year [2][12] - The first industry increased by 3.7%, the second industry by 5.3%, and the third industry by 5.5% [2][12] Agriculture - Agricultural value added grew by 3.7% year-on-year, with summer grain production totaling 149.74 million tons, a slight decrease of 0.1% from the previous year [3] - Livestock production saw an increase of 2.8%, with pork, beef, and poultry production rising by 1.3%, 4.5%, and 7.4% respectively [3] Industrial Production - Industrial value added for large-scale enterprises increased by 6.4% year-on-year, with manufacturing growing by 7.0% and high-tech manufacturing by 9.5% [4] - The production of 3D printing equipment, new energy vehicles, and industrial robots surged by 43.1%, 36.2%, and 35.6% respectively [4] Services Sector - The service sector's value added grew by 5.5%, with significant growth in information transmission, software, and IT services at 11.1% [5] - The service industry production index increased by 6.0% year-on-year, indicating a robust recovery [5] Consumer Market - Total retail sales of consumer goods reached 245,458 billion yuan, growing by 5.0% year-on-year, with urban retail sales at 213,050 billion yuan [6] - E-commerce sales amounted to 74,295 billion yuan, reflecting an 8.5% increase, with physical goods online retailing at 61,191 billion yuan [6] Investment Trends - Fixed asset investment (excluding rural households) was 248,654 billion yuan, up 2.8% year-on-year, with manufacturing investment growing by 7.5% [7] - Infrastructure investment rose by 4.6%, while real estate development investment fell by 11.2% [7] Trade Performance - Total import and export value reached 217,876 billion yuan, a 2.9% increase, with exports growing by 7.2% [8] - The share of private enterprises in total trade increased to 57.3%, up 2.3 percentage points from the previous year [8] Price Stability - The Consumer Price Index (CPI) decreased by 0.1% year-on-year, with food prices down by 0.3% [9] - Core CPI, excluding food and energy, rose by 0.4%, indicating mild inflationary pressure [9] Employment Situation - The urban surveyed unemployment rate averaged 5.2%, slightly down from the previous quarter [10] - The number of rural migrant workers increased by 0.7% year-on-year, reflecting stable employment conditions [10] Income Growth - Per capita disposable income reached 21,840 yuan, a nominal increase of 5.3%, with rural income growth outpacing urban income [11] - The median disposable income was 18,186 yuan, showing a nominal increase of 4.8% [11]

Core Viewpoint - The report outlines the independent financial advisory assessment of Shenzhen Yushun Electronics Co., Ltd.'s major asset acquisition, emphasizing the transaction's legality, compliance, and potential benefits for shareholders [1][2][3]. Group 1: Transaction Overview - The transaction involves cash payments for the acquisition of 100% equity in three companies: Zhong'en Cloud Technology, Beijing Shenhui Biyuan Cloud Computing Technology, and Zhong'en Cloud Information [10][11]. - The transaction price is set at 335 million yuan for Zhong'en Cloud Technology, with an expected increase in the company's operational scale and profitability post-acquisition [11][12]. Group 2: Financial Impact - Post-transaction, the total assets of the listed company are projected to increase from 40.5 billion yuan to approximately 605.4 billion yuan, while total liabilities will rise from 15.5 billion yuan to about 554.3 billion yuan [13]. - The net profit is expected to surge from 296 million yuan to approximately 4.79 billion yuan, indicating a significant enhancement in the company's financial performance [13][14]. Group 3: Corporate Governance and Compliance - The company has committed to strict adherence to legal and regulatory requirements throughout the transaction process, ensuring transparency and fairness in the pricing and execution of the acquisition [17][18]. - Measures will be implemented to protect the rights of minority shareholders, including fair disclosure of information and opportunities for shareholder participation in decision-making [20][22]. Group 4: Future Prospects - The acquisition is anticipated to diversify the company's business into data center infrastructure services, enhancing growth potential and reducing operational risks [12][14]. - The transaction is expected to strengthen the company's market position in the software and information technology services sector, aligning with industry trends towards digital transformation [11][12].

Core Viewpoint - The company plans to acquire 100% equity of three data technology firms through cash payment, and the independent financial advisor has assessed that this transaction will not dilute the immediate return per share [2][3][6]. Impact on Earnings Per Share - The transaction is expected to have no adverse effect on the company's immediate earnings per share, as it involves cash payment and does not introduce new shares [2][3]. - The projected net profits for the company are 94.78 million yuan, 173.42 million yuan, and 44.91 million yuan, respectively, for the previous periods [3]. Measures to Mitigate Dilution Risk - The company has established a robust corporate governance structure and will enhance its internal controls to improve operational efficiency and profitability [3][4]. - The company will strengthen the integration of the acquired firms to enhance overall profitability and asset quality, thereby maximizing shareholder value [4]. Profit Distribution Policy - The company aims to refine its profit distribution policy to better protect shareholder interests, maintaining stable dividend distribution before the transaction and potentially revising it afterward [4]. Commitments from Major Stakeholders - The controlling shareholders and management have committed to not interfere with the company's operations or harm its interests, ensuring adherence to regulatory requirements [5]. - They have also pledged to link their compensation to the execution of measures aimed at mitigating any potential dilution of immediate returns [5]. Independent Financial Advisor's Opinion - The independent financial advisor confirms that the transaction will likely increase the company's basic earnings per share and that the proposed measures to address any potential dilution are practical and feasible [6].