证券代码：002512 证券简称：达华智能（维权） 公告编号：2025-043 福州达华智能科技股份有限公司 关于公司及子公司担保的进展公告 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，无虚假记载、误导性陈述或者重大遗 漏。 特别风险提示： 截至目前，福州达华智能科技股份有限公司（以下简称"公司"）及控股子公司对外担 保总额（含对合并报表范围内子公司担保）已超过公司最近一期经审计净资产的100%，担保金额超过 公司最近一期经审计净资产的50%，公司存在对资产负债率超过70%以上的控股子公司提供担保，公司 对合并报表外单位担保金额超过最近一期经审计净资产的30%，敬请广大投资者注意投资风险。 一、担保情况概述 公司于2025年4月25日及2025年5月21日召开第五届董事会第六次会议和2024年度股东大会，会议审议通 过了《关于公司及子公司担保额度预计的议案》，同意公司控股子公司福建海天丝路卫星科技有限公司 （以下简称"海丝卫星"）为子公司福建万加智能科技有限公司（以下简称"万加智能"）提供总额10,000 万元的担保，担保有效期自公司2024年度股东大会审议通过之日起12个月。具体内容详见公司于 ...

Company Overview - Guangxi Xinmaikang Technology Co., Ltd. was recently established with a registered capital of 1 million yuan [2] - The legal representative of the company is Pu Qiuping, and it is located in Nanning, Guangxi Zhuang Autonomous Region [2] - The company is currently in operation and has no fixed business term [2] Business Scope - The business scope includes internet security services, internet data services, big data services, 5G communication technology services, and artificial intelligence public data platforms [1][2] - Additional services include software development and sales, internet equipment manufacturing and sales, industrial internet data services, IoT technology services, and blockchain technology-related software and services [2] Shareholding Structure - The major shareholders include Beijing Boya Zhongrui Enterprise Management Consulting Co., Ltd. with a 35% stake and Zhongke Madi Artificial Intelligence Research Institute (Suzhou) Co., Ltd. with a 20% stake [3] - The company is backed by a subsidiary of Madi Technology (603990), indicating a strong connection to the technology sector [1][3]

Group 1 - A new company named Beijing Ruantong Yunkhe Information Technology Co., Ltd. was established on August 25, with a registered capital of 10 million RMB [1] - The legal representative of the company is Liu Huifu, and its business scope includes computer system services, information technology consulting services, and software development [1] - The company is wholly owned by Ruantong Power (301236) [1]

Group 1 - Beijing Ruantong Yunkhe Information Technology Co., Ltd. has been established with a registered capital of 10 million RMB [1] - The legal representative of the company is Liu Huifu [1] - The company is wholly owned by Ruantong Power (301236) [1] Group 2 - The business scope of the new company includes computer system services, information technology consulting services, and software development [1]

Core Insights - Zhuzhou Resource Investment Recycling Co., Ltd. has been established with a registered capital of 10 million RMB [1] - The company is involved in various services including urban household waste management, road freight transport, and construction waste disposal [1] - The company also engages in the processing of electronic waste and hazardous waste, subject to regulatory approvals [1] Business Scope - The company’s licensed projects include urban household waste management, road freight transport (excluding hazardous goods), and construction waste disposal [1] - General projects include solid waste management, recycling of renewable resources (excluding production waste metals), software development, and information system integration services [1] - The company is also involved in the research and development of resource recycling technologies and offers asset management services using its own funds [1]

Company Overview - Zhongke Hongxin (Fujian) Technology Industry Co., Ltd. was recently established with a registered capital of 100 million yuan [1][2] - The legal representative of the company is Dong Dejun, and it is located in Fengze District, Quanzhou City, Fujian Province [2][3] - The company is wholly owned by Beijing Yuanxin Mining Technology Co., Ltd., which is jointly held by China CITIC Group and Baiyin Nonferrous Metals [1][3] Business Scope - The business scope includes artificial intelligence application software development, network and information security software development, cloud computing equipment technical services, and internet security services [1][2] - Additional services offered include technology development, consulting, and transfer, as well as data processing and storage support services [2][3] Shareholding Structure - Beijing Yuanxin Mining Technology Co., Ltd. holds 100% of Zhongke Hongxin [3] - China CITIC Group owns 70% of Beijing Yuanxin, while Baiyin Nonferrous Metals holds 30% [3]

Core Insights - A new company, Jia Yuan Data Technology (Nanjing) Co., Ltd., has been established with a registered capital of 10 million yuan [1] - The company is involved in a wide range of services including technology services, data processing, artificial intelligence application software development, and blockchain technology services [1] Company Overview - The legal representative of the company is Ding Eryu [1] - The company is co-owned by Jia Huan Technology and Nanjing Yuan Tu Information Technology Co., Ltd. [1] Business Scope - The business scope includes general projects such as technology development, consulting, and promotion [1] - It also covers information technology consulting, big data services, and internet data services [1] - Additional services include artificial intelligence foundational resources, software development, and cloud computing technology services [1]

Company Overview - Hainan Huatie Yuanlian Smart Technology Co., Ltd. has been established with a registered capital of 10 million yuan [1] - The legal representative of the company is Shen Yuping [1] Business Scope - The company’s business scope includes various services such as: - First-class and second-class value-added telecommunications services - Import and export of goods (subject to licensing requirements) [1] - General business projects include: - Information system integration services - Big data services - Network and information security software development - Software development - Artificial intelligence public data platform - Network technology services - Artificial intelligence application software development - Internet data services - Data processing services and support [1] Ownership Structure - The company is jointly held by Hainan Huatie and Huatie Dahuangfeng International Co., Ltd. [1]

Core Viewpoint - The company confirms a related party transaction involving the procurement of NVIDIA chips from Guangdong Shenbo Information Technology Co., Ltd., which is controlled by a spouse of the company's director [1][2]. Related Party Transaction Overview - The total procurement amount from Shenbo Information is 55.368 million yuan [1]. - Shenbo Information is considered a related party due to its connection with a company director [1]. - The transaction was approved by the board and supervisory committee, with related directors abstaining from voting [1][2]. Necessity and Impact of the Transaction - The transaction is necessary for the company's expansion into computing power services, which are currently in high demand due to geopolitical factors affecting product availability [2][3]. - The pricing of the transaction is fair and aligns with market conditions, ensuring no harm to the interests of shareholders, especially minority shareholders [2][3]. - The transaction is expected to enhance the company's core competitiveness and support its long-term strategic goals [3][4]. Review Procedures and Opinions - Independent directors support the transaction, stating it aligns with the company's strategic needs and does not harm shareholder interests [4]. - The board of directors agrees that the transaction is necessary for operational needs and follows market principles [4][5]. - The supervisory committee confirms that the transaction does not affect the company's independence or normal operations [4][5].

Core Viewpoint - The company has confirmed related party transactions with Guangdong Shenbo Information Technology Co., Ltd. for the procurement of NVIDIA chips, amounting to a total of 55.368 million yuan, following necessary review and disclosure procedures [1][2][3]. Summary by Sections Related Party Transaction Overview - The company has engaged in related party transactions involving the procurement of NVIDIA chips, totaling 55.368 million yuan [1]. - Guangdong Shenbo Information is controlled by the spouse of the company's director and vice president, qualifying it as a related party under relevant regulations [1]. Review Procedures - The company held board and supervisory meetings on July 24, 2025, to review and approve the related party transaction, with related directors abstaining from voting [2]. - The transaction does not constitute a major asset restructuring as defined by regulations, and it does not require shareholder approval [2]. Main Content of the Transaction, Necessity, and Impact - The procurement of NVIDIA graphics cards from the related party follows market prices, ensuring fairness and no harm to the company's or minority shareholders' interests [3]. - The necessity of the transaction arises from the company's expansion into computing power services, where high-performance servers are in high demand due to geopolitical factors [3]. - The transaction aligns with the company's strategic planning and operational needs, enhancing its competitiveness in the artificial intelligence sector without compromising independence [4]. Opinions from Independent Directors and Board - Independent directors support the transaction, stating it aligns with the company's strategic needs and does not harm shareholder interests [4]. - The board agrees that the transaction is necessary for operational needs and follows market principles, ensuring no detriment to non-related shareholders [5]. - The supervisory board also concurs that the transaction is fair and does not affect the company's operational independence [5]. Sponsor's Verification Opinion - The sponsor confirms the necessity and reasonableness of the related party transaction, stating that the pricing is fair and does not impact the company's independence or shareholder interests [6].