公司董事长兼总经理叶子祯表示，鼎捷数智以"领先的数据和智能方案提供商"为核心定位，正通过数据 与智能技术重塑工业软件边界，推动企业数字化转型进程。 未来，鼎捷数智将以更加务实的态度推进全球化布局，在持续深耕东南亚市场的同时，积极寻求其他海 外区域的市场机会，提升品牌国际影响力。公司坚信，通过数据与智能技术的深度融合，将为中国乃至 全球企业的数智化转型提供有力支持，引领行业迈向更高质量的发展阶段。 近日，鼎捷数智（300378）拟向不特定对象发行可转换公司债券的申请已正式向监管部门提交注册。本 次发行募集资金总额不超过8.28亿元，将主要用于建设"鼎捷数智化生态赋能平台"及补充流动资金。该 项目旨在打造具备全面数智能力的智慧企业赋能平台，通过数据驱动与知识封装的技术路径，助力企业 实现全链路数智化升级，有效提升市场竞争力。 此次募投项目不仅紧密契合国家数字经济发展战略，也充分满足公司自身可持续发展的需求。鼎捷数智 将继续坚持技术创新，围绕雅典娜平台提升Agent协同调度能力和多模态能力，深化AI技术在各业务领 域的创新应用，为中国软件及数智化市场提供更多可复制、可推广的解决方案。 报告期内鼎捷数智业绩表现稳健， ...

Core Viewpoint - The company, Dingjie Intelligent Co., Ltd., is responding to the Shenzhen Stock Exchange's inquiry regarding its second round of review for issuing convertible bonds to unspecified objects, focusing on the necessity, rationality, technical feasibility, and market demand of its fundraising projects [1] Fundraising Project Construction Plan - The fundraising project, named "Dingjie Intelligent Ecological Empowerment Platform Project," includes two main components: the "Dingjie Intelligent R&D Training Base" and "Platform Project R&D" [2] - The current office space per employee is 13.86 square meters, below the industry average, while the planned space post-project is 30.80 square meters, with an industry average of 20.67 square meters [2] - The project aims to enhance office efficiency and support future development while minimizing idle risks, aligning with the company's main business requirements [2] R&D Project Details - The new platform will feature eight core R&D modules, enhancing functionality compared to the existing industrial internet platform [3] - Key functionalities include a decision-making core, low-code development capabilities, and a one-stop office hub [3] - Target customers include medium to large enterprises and small to medium enterprises, with revenue generated through various models such as platform buyouts, subscriptions, and service income [3] Technical and Market Analysis - The company possesses advantages in industrial software applications, cloud platform development, and talent, indicating high technical feasibility and low risk of R&D failure [3] - The market demand for industrial management software is increasing, driven by trends towards cloud and intelligent solutions, providing a broad space for the project [3] R&D Expenses and Supplementary Flow Ratio - The R&D expenses for the fundraising project meet capitalization requirements and align with industry accounting policies [4] - The proportion of funds used for supplementary working capital is 20.83%, which is below the 30% threshold set by regulations [4] - Overall, the fundraising project is deemed necessary, rational, technically feasible, and in line with market demand, potentially enhancing the company's core competitiveness and supporting its digital transformation strategy [4]

Core Viewpoint - Dingjie Smart Technology Co., Ltd. is responding to the second round of inquiry from the Shenzhen Stock Exchange regarding its application for issuing convertible bonds to unspecified objects, focusing on the construction of a research and training base and platform project development, which are upgrades to existing operations rather than new business ventures [1][2]. Group 1: Project Overview - The fundraising project includes the construction of the "Dingjie Smart Research and Training Base" and "Platform Project Development," aimed at enhancing the company's existing capabilities [2][5]. - The training base will host approximately 300 training and demonstration events annually in the Jiangsu, Zhejiang, and Shanghai regions, with expected monthly visitor flows exceeding 400 people [2][9]. - The total area of the Dingjie Smart Research and Training Base is planned to be 28,700 square meters, with 18,300 square meters designated for office use [9][26]. Group 2: Office Space and Personnel Needs - The current average office space per employee is 13.86 square meters, which is below the industry average of 20.67 square meters; the new project aims to increase this to 30.80 square meters [3][12]. - The company anticipates a continuous need for research personnel, with the number of R&D staff projected to grow from 1,479 at the end of 2022 to 1,552 by mid-2025 [7][8]. - The project is designed to accommodate both current and future personnel needs, ensuring that the office space is utilized efficiently and effectively [12][17]. Group 3: Training and Demonstration Activities - The company has a long-standing practice of conducting training and demonstration activities, which are essential for ensuring users can effectively utilize complex industrial software [18][19]. - The training and demonstration activities are tailored to specific industries, ensuring relevance and effectiveness in meeting client needs [19][20]. - The project includes dedicated spaces for training and demonstrations, which are critical for enhancing customer experience and operational efficiency [26][28]. Group 4: Economic and Strategic Justifications - Building the training base is seen as a cost-effective solution compared to leasing office space, with projected annual depreciation costs significantly lower than rental expenses [16][17]. - The project aligns with the company's future development plans, providing necessary infrastructure to support growth in product design, software development, and training [14][15]. - The strategic location of the project in Huzhou offers logistical advantages, being well-connected to major cities in the Yangtze River Delta [26][27].

Core Viewpoint - The company is responding to the Shenzhen Stock Exchange's inquiry regarding its plan to issue convertible bonds for the construction of a research and training base, which aims to enhance its product development and training capabilities. Group 1: Project Overview - The fundraising project includes the construction of the "Dingjie Smart Research and Training Base" and the "Platform Project Research," focusing on upgrading existing platforms rather than creating new businesses [2][5]. - The training base will host approximately 300 training and demonstration events annually in the Jiangsu-Zhejiang-Shanghai region, with expected monthly visitor flows exceeding 400 people [2][5]. Group 2: Office Space and Personnel Needs - The current average office space per employee is 13.86 square meters, which is below the industry average of 20.67 square meters. The new project aims to provide an average of 30.80 square meters per employee [3][11]. - The company anticipates a continuous need for research personnel, with the number of R&D staff projected to increase from 1,479 at the end of 2022 to 1,552 by June 2025 [7][8]. Group 3: Economic Viability - The total investment for the project is estimated at 268.12 million yuan, with the construction of the research and training base expected to reduce rental costs and improve the overall office environment [14][15]. - The project will create a total building area of 28,700 square meters, with 18,300 square meters designated for office use, which is expected to enhance operational efficiency [9][16]. Group 4: Training and Demonstration Activities - The company has a long-standing practice of conducting training and demonstration activities, with over 500 events held annually, covering more than 30,000 industry participants [18][19]. - The training and demonstration center will be essential for ensuring standardized operations and improving user experience with the company's industrial software products [17][26]. Group 5: Location and Strategic Importance - The project is located in Huzhou, Zhejiang Province, which is strategically positioned within a one-hour transportation radius of major cities like Shanghai, Hangzhou, and Nanjing [27][28]. - The area is supported by local government initiatives aimed at accelerating the digital transformation of manufacturing industries, enhancing the project's relevance and potential impact [28][29].

Core Viewpoint - Dingjie Smart Co., Ltd. is issuing convertible bonds to unspecified objects, with the underwriting and sponsorship provided by Industrial Securities Co., Ltd. The issuance aims to raise funds for specific projects and working capital, complying with relevant laws and regulations [1][9]. Group 1: Issuance Details - The issuance involves convertible bonds with a total investment amount of 115,121.30 million RMB, of which 82,766.42 million RMB will be used from the raised funds [24]. - The bonds will have a term of 6 years and will be issued at a face value of 100.00 RMB each [26]. - The initial conversion price will be determined based on the average trading price of the company's stock prior to the announcement [27]. Group 2: Company Background - Dingjie Smart Co., Ltd. was established on December 26, 2001, with a registered capital of 27,139.2830 million RMB [3]. - The company operates in software sales, development, outsourcing services, and various technology consulting services [3]. Group 3: Financial Health - The company reported net cash flows from operating activities of 19,792.00 million RMB, 10,818.31 million RMB, and 4,992.60 million RMB for the years 2022, 2023, and 2024 respectively, with a negative cash flow of -4,552.41 million RMB for the first half of 2025 [16]. - The average distributable profits over the last three years are sufficient to cover the interest on the bonds [14]. Group 4: Compliance and Governance - The company has established a governance structure that includes a board of directors, supervisory board, and senior management, ensuring compliance with the Company Law and Securities Law [12][18]. - The company has not faced any administrative penalties from the China Securities Regulatory Commission in the last three years [21]. Group 5: Use of Proceeds - The funds raised will be allocated to the "Dingjie Smart Ecological Empowerment Platform" project and to supplement working capital, aligning with national industrial policies [23]. - The company will not use the raised funds for loss compensation or non-productive expenditures [23].

Core Viewpoint - Dingjie Smart Co., Ltd. is issuing convertible bonds to unspecified objects, aiming to raise funds for its digital empowerment platform project and to supplement working capital, aligning with national industrial policies and market demands [1][21]. Company Overview - Dingjie Smart Co., Ltd. was established on December 26, 2001, with a registered capital of 271.39 million yuan and is listed on the Shenzhen Stock Exchange under the stock code 300378.SZ [1][2]. - The company specializes in providing integrated digital solutions for the manufacturing and distribution industries, focusing on intelligent manufacturing and digital transformation [2][3]. Business Strategy - The company is implementing a strategy centered around "Intelligent+" to enhance its service offerings in artificial intelligence, industrial internet, and smart manufacturing, while continuously innovating its product services [3]. - Dingjie Smart has expanded its business scope to cover four major categories of industrial software, integrating advanced technologies such as AI, big data, IoT, and cloud computing [3]. Financial Data - As of June 30, 2025, the total assets of the company are 361,857.79 million yuan, with total liabilities of 118,407.60 million yuan, resulting in shareholders' equity of 243,450.19 million yuan [4]. - The company reported a net profit of 4,408.23 million yuan for the first half of 2025, with total revenue of 104,492.87 million yuan [4]. Key Financial Indicators - The company's liquidity ratios are as follows: current ratio of 1.70 and quick ratio of 1.60 as of June 30, 2025 [5]. - The asset-liability ratio on a consolidated basis is 32.72% [5]. Risks and Challenges - The company faces risks related to the implementation of its fundraising projects, including potential delays or failures in achieving expected benefits from the digital empowerment platform project [6]. - There is a risk of increased competition in the industrial software market, with both domestic and international players intensifying their efforts [10]. Convertible Bond Issuance - The company plans to issue convertible bonds with a total amount not exceeding 827.66 million yuan, with a maturity of six years [13][21]. - The bonds will be issued at face value of 100 yuan each, targeting a wide range of investors [13][14]. Governance and Compliance - The company has established a robust governance structure, complying with relevant laws and regulations, ensuring that all necessary procedures for the bond issuance have been followed [20][21].

Core Viewpoint - Dingjie Smart recently responded to the Shenzhen Stock Exchange's second round of inquiry regarding its application for issuing convertible bonds, detailing the necessity, rationality, technical feasibility, and market demand of its fundraising projects [1] Fundraising Project Rationality and Necessity - The fundraising project, "Dingjie Smart Ecological Empowerment Platform Project," includes the "Dingjie Smart R&D Training Base" and "Platform Project R&D," aimed at upgrading the existing platform rather than launching new businesses [2] - Post-project completion, the demand for R&D personnel will remain stable due to ongoing needs for platform upgrades, new SaaS applications, ISV partner empowerment, and industry technology R&D collaboration [2] - The current average office space per person in mainland China is 13.86 square meters, below the industry average of 20.67 square meters; the project plans for an average of 30.80 square meters, with a temporary need of 18.81 square meters during development phases [2] Advantages of Self-Built R&D Training Base - Building the R&D training base will enhance land use efficiency, allowing for more office space and improved management efficiency through centralized R&D personnel [3] - This aligns with the company's future growth plans in product design, R&D, and training, while also being more economical by saving on rent and training costs [3] Training and Demonstration Activities - The increasing digitalization demand in manufacturing necessitates functional demonstrations and systematic training for industrial software [4] - Dingjie Smart has a long history of training and demonstration activities, hosting over 500 events annually, reaching more than 30,000 participants, which helps build a competitive customer outreach system [4] - The project includes constructing a demonstration reception center and training center, which is necessary and reasonable in scale, with a low proportion of total fundraising [4] Technical and Market Support for Project Advancement - The company has extensive experience in industrial software development since 1983, covering four major categories and continuously integrating cutting-edge technologies [5] - R&D personnel constitute 33.72% of the workforce, and significant progress has been made in the R&D modules of the fundraising project, indicating low risk of R&D failure [5] - The market demand for industrial management software is on the rise, with a total order amount of 52.65 million yuan related to the project, corresponding to over 500 downstream customers, ensuring capacity absorption [5] Compliance of R&D Expense Capitalization and Supplementary Flow Ratio - The R&D expenses related to the fundraising project meet the capitalization requirements, with no significant differences in accounting policies compared to comparable companies [7] - The proportion of funds used for supplementary working capital is 20.83%, which is below the 30% threshold, complying with regulations [7] - Overall, the fundraising project has clear strategic significance and market orientation, demonstrating feasibility and rationality across technical, market, and financial aspects, enhancing the company's core competitiveness and promoting the development of the smart ecological system [7]