邦彦技术股份有限公司 董事会审计委员会工作细则 邦彦技术股份有限公司 董事会审计委员会工作细则 第一章 总则 第一条 为强化邦彦技术股份有限公司（以下简称"公司"）董事会决策功 能，加强公司董事会对管理层有效监督，完善公司治理结构，根据《中华人民共 和国公司法》（以下简称"《公司法》"）《上市公司治理准则》《上市公司独 立董事管理办法》《邦彦技术股份有限公司章程》（以下简称"《公司章程》"） 及其他有关法律、行政法规和规范性文件，公司设董事会审计委员会，并制定本 工作细则。 第二条 审计委员会委员应保证足够的时间和精力履行委员会的工作职责， 勤勉尽责，切实有效地监督公司的外部审计，指导公司内部审计工作，促进公司 建立有效的内部控制并提供真实、准确、完整的财务报告。 第二章 人员组成 第三条 审计委员会由3名董事组成，审计委员会成员应当为不在公司担任 高级管理人员的董事，其中独立董事应当过半数，公司董事会成员中的职工代表 可以成为审计委员会成员。 第四条 审计委员会委员由董事长、1/2以上独立董事或者全体董事的1/3以上 提名，并由董事会选举产生。 第五条 审计委员会设主任委员一名作为委员会召集人，由独立董事中 ...

前十大流通股东累计持有： 4689.94万股，累计占流通股比： 43.22%，较上期变化： -0.10万股。 | 名称 | 持有数量(万股) | 占总股本比 | 增减情况 | | --- | --- | --- | --- | | | | 例(%) | (万股) | | 劲牌有限公司 | 2340.00 | 21.57 | 不变 | | 深圳市中彦创新投资合伙企业(有限合伙) | 632.55 | 5.83 | 不变 | | 深圳市创新投资集团有限公司 | 279.70 | 2.58 | 不变 | | 深圳国中中小企业发展私募股权投资基金合伙企业(有限 合伙) | 274.00 | 2.53 | 不变 | | 北京永阳泰和投资有限公司 | 238.10 | 2.19 | 不变 | | 深圳市红土生物创业投资有限公司 | 209.23 | 1.93 | 不变 | | 深圳市投控东海投资有限公司-深圳市投控东海中小微创 业投资企业(有限合伙) | 190.38 | 1.75 | -0.10 | | 广东红土创业投资有限公司 | 189.98 | 1.75 | 不变 | | 广东瑞信投资有限公司-珠海市瑞信兆丰贰期 ...

证券代码：688132 证券简称：邦彦技术 公告编号：2025-023 2024年12月2日，公司召开第三届董事会第二十四次会议、第三届监事会第 二十二次会议，审议通过了《关于公司本次发行股份及支付现金购买资产并募 集配套资金暨关联交易方案的议案》《关于公司本次发行股份及支付现金购买 资产并募集配套资金暨关联交易预案及其摘要的议案》等与本次交易相关的议 案，具体内容详见公司同日在上海证券交易所网站（www.sse.com.cn）披露的 相关公告。 关于发行股份及支付现金购买资产并募集配套资金 暨关联交易的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 一、本次交易的基本情况 邦彦技术股份有限公司（以下简称"公司"）拟通过发行股份及支付现金的 方式购买深圳星网信通科技股份有限公司100%的股份，同时募集配套资金（以 下简称"本次交易"）。 经公司向上海证券交易所申请，公司股票（股票简称：邦彦技术，证券代 码：688132）自2024年11月25日开市起停牌，具体内容详见公司于2024年11月 25日、2024年11 ...

Investment Rating - The report maintains a "Strong Buy" rating for the company, expecting it to outperform the benchmark index by over 20% in the next six months [1][19]. Core Views - The company achieved a revenue of 347 million yuan in 2024, representing a year-on-year growth of 91.98%. However, it reported a net loss attributable to shareholders of 36.61 million yuan, an improvement from a loss of 52.25 million yuan in the previous year [1][4]. - The growth in the ship communication business is robust, with revenue reaching 280 million yuan, a staggering increase of 355.47% year-on-year. The company is also expanding into civilian products, leveraging its expertise in domestic self-control and information security [8]. - The company plans to acquire 100% of Xingwang Xintong, which is expected to enhance business synergy and accelerate growth. The acquisition includes a performance commitment of at least 180 million yuan in net profit over three years [8]. Financial Summary - For 2024, the total revenue is projected at 347 million yuan, with a growth rate of 92.0%. The net profit attributable to shareholders is expected to improve to a profit of 74 million yuan by 2025, with corresponding EPS of 0.48 yuan [4][8]. - The company’s total assets are estimated to grow from 1.716 billion yuan in 2024 to 2.325 billion yuan by 2027, indicating a strong upward trend in financial health [9]. - The company’s market capitalization is currently 2.918 billion yuan, with a circulating market value of 2.080 billion yuan [5].

Summary of Conference Call Company and Industry - The conference call discusses a company involved in the development of AI Agents and cloud PC products, indicating a focus on digital transformation and innovation in the technology sector. Key Points and Arguments 1. **AI Agent Development**: The company is integrating AI Agents with cloud PC products, aiming for significant breakthroughs in digital employee solutions, which are expected to enhance operational efficiency for businesses [1][3][4]. 2. **Market Recovery**: There are signs of recovery in the military sector, which the company anticipates will benefit from increased military spending and demand for its products [2][18]. 3. **Product Differentiation**: The cloud PC product is positioned as a solution that overcomes the limitations of traditional virtual desktop infrastructure (VDI) by providing a more efficient and secure computing environment [5][6][7]. 4. **Market Size and Potential**: The commercial PC market is estimated to be around 200 billion yuan, with the company targeting a significant share, especially in sectors requiring high security and performance [15][16]. 5. **Business Model**: The AI Agent product will be available for both B2B and B2C markets, with revenue generated through project-based fees for custom solutions and usage-based fees for standard services [11][22]. 6. **Competitive Landscape**: The company acknowledges competition from major players in the digital employee space but believes it has unique advantages in specific applications and customer segments [10][12]. 7. **Regulatory Compliance**: The cloud PC product is expected to receive national security certifications, which will open up procurement opportunities in sensitive sectors such as government and military [16][19]. 8. **Future Outlook**: The company is optimistic about its growth trajectory, with expectations of significant revenue from both military and commercial sectors, projecting a total revenue of around 600 million yuan for the year [19][33]. Other Important Content - **Technological Integration**: The AI Agent is designed to enhance traditional products by adding intelligent features, which will improve operational capabilities in various sectors, including military applications [24][30]. - **Customer Engagement**: The company is actively engaging with potential clients, including government and enterprise sectors, to facilitate product trials and feedback, which is crucial for contract conversions [26][27]. - **Investment Opportunities**: The company encourages investors to explore its innovative solutions and potential market impact, highlighting the importance of understanding the evolving technology landscape [34]. This summary encapsulates the main themes and insights from the conference call, providing a comprehensive overview of the company's strategic direction and market positioning.

Investment Rating - The report gives a "Strong Buy" rating for the company [2] Core Views - The company is undergoing a transformation driven by military and technology sectors, focusing on midstream manufacturing and military applications [1] - The company has faced performance pressure in recent years due to customer delivery schedules, but acquisitions may improve its performance [7] - The cloud computing sector is thriving, and the company's cloud PC product is positioned to capitalize on this trend [7] - The AI business is expected to take off in 2025, with applications across various industries [7] - The company aims to leverage its military-grade quality to tap into the B-end and G-end information security markets [7] - The proposed acquisition of Xingwang Xintong is expected to enhance market access and product offerings [7][8] Summary by Sections Company Overview - Founded in April 2000, the company specializes in the R&D, manufacturing, sales, and service of information communication and security devices [1][14] - The company has received numerous awards for its technological advancements and contributions to military communication [14] Business Segments - The company has a dual growth strategy focusing on military products and expanding into civilian markets, including cloud PC and AI Agent products [21][39] - Military business segments include fusion communication, ship communication, and information security, while civilian products focus on distributed audio-visual control systems and cloud computing solutions [21][39] Financial Performance - The company experienced a 51.18% decline in revenue in 2023 due to delivery delays, but expects significant growth in 2024 [7][44] - The forecasted net profit for 2025-2027 is projected to be 0.55 billion, 0.81 billion, and 1.17 billion respectively, with corresponding P/E ratios of 55, 37, and 26 [8] Market Opportunities - The military communication sector is expected to benefit from ongoing national defense spending and modernization efforts [55][66] - The company is well-positioned to capture growth in the information security market, driven by increasing demand for secure communication solutions [7][55] Acquisition Strategy - The acquisition of Xingwang Xintong is anticipated to create synergies and expand the company's reach into government and enterprise markets [7][8][47]

邦彦技术股份有限公司 2024 年年度股东大会会议资料 证券代码：688132 证券简称：邦彦技术 2024 年年度股东大会 会议资料 2024 年 4 月 邦彦技术股份有限公司 2024 年年度股东大会会议资料 目 录 | 2024 | 年年度股东大会会议须知 | 1 | | --- | --- | --- | | 2024 | 年年度股东大会会议议程 | 3 | | 2024 | 年年度股东大会会议议案 | 5 | 邦彦技术股份有限公司 2024 年年度股东大会会议资料 邦彦技术股份有限公司 2024 年年度股东大会会议须知 为维护广大投资者的合法权益，保障股东在本次股东大会期间依法行使权利， 根据《公司法》、中国证监会《上市公司股东大会规则》和公司《股东大会议事 规则》等有关规定，特制定本会议须知： 一、公司负责本次股东大会的议程安排和会务工作,为确认出席大会的股东 或其代理人或其他出席者的出席资格，会议工作人员将对出席会议者的身份进行 必要的核对工作，请被核对者给予配合。 二、出席会议的股东及股东代理人须在会议召开前半小时到会议现场办理签 到手续，并按规定出示证券账户卡、身份证明文件或营业执照/注册证 ...

Core Insights - The company reported a significant increase in total revenue for 2024, reaching 347 million yuan, a year-on-year growth of 91.98%. However, it still faced a net loss of 36.61 million yuan, which is an increase of 29.94% compared to the previous year [1] - In the fourth quarter, total revenue was 92.78 million yuan, showing a remarkable year-on-year increase of 433.62%. The net loss for this quarter was 35.68 million yuan, up 47.83% year-on-year, indicating a reduction in losses but still not achieving profitability [2] - The company's gross profit margin improved to 56.8%, an increase of 8.89% year-on-year, while the net profit margin remained negative at -10.88%, although it improved by 63.11% [8] Financial Performance - The company’s accounts receivable accounted for a high proportion of total revenue at 85.32%. The net cash flow from operating activities was 0.28 yuan, a decrease of 55.05% year-on-year, primarily due to a reduction in government subsidies received [4] - The company’s earnings per share were -0.24 yuan, which represents a year-on-year increase of 29.41% [8] Revenue Composition - The main revenue sources included ship communication products at 281 million yuan, accounting for 80.87% of total revenue, with a gross margin of 62.16%. Other significant contributions came from integrated communication products (30.92 million yuan, 8.91% of revenue, 43.93% gross margin) and information security products (15.82 million yuan, 4.56% of revenue, 46.42% gross margin) [9] Strategic Direction - Starting in 2023, the company implemented a strategy focused on "stabilizing military products, creating civilian products, and opening new avenues." For 2024, it established a strategic positioning centered on AI technology, aiming to deepen its involvement in network communication, multimedia processing, and cloud services [10]

Summary of the Conference Call for Bangyan Technology Industry and Company Overview - Bangyan Technology is targeting the commercial computer market valued at 200 billion yuan, with a focus on domestic demand for localization. The company has already converted contracts exceeding 40 million yuan in Q1 2025, with expectations for better-than-expected contributions to annual performance, primarily from central state-owned enterprises and financial institutions [2][3][24]. Core Points and Arguments - **Military-Civilian Integration Strategy**: The company has established a strategic layout that includes four major sectors: military, civilian encryption, cloud PC, and AIA construction projects. The AIA project is set to launch in 2025, enhancing UPR and traditional military products with intelligence capabilities [2][5]. - **Expansion in Marine Management**: Bangyan Technology is actively expanding its marine management business, having signed contracts with specific shipyards to advance communication and encryption products for special vessels. Incremental business is expected to be delivered in 2025-2026, with military operations providing stable revenue [2][6]. - **Focus on Health Sector**: The company is expanding into the health sector, having already implemented projects with a top-tier hospital in Guangzhou. They plan to launch new products in 2025, leveraging AI agents to assist in digital transformation [2][7][8]. - **Acquisition of Xinwang Xintong**: The acquisition aims to achieve dual-use development. Xinwang Xintong is a key player in Huawei's supply chain and has signed contracts worth 160 million yuan in the first half of the year, with expected deliveries in 2025-2026 [2][9][11]. Financial Performance and Projections - **Bad Debt Provisions**: In 2024, the company recorded over 60 million yuan in bad debt due to slow payments on projects delivered in 2022. It is anticipated that about half of this will be recovered in 2025, leading to a significant turnaround in profits [4][12][14]. - **Order Backlog**: As of the end of 2024, the company had an order backlog of approximately 150-160 million yuan and net accounts receivable of about 300 million yuan. The company expects at least 300 million yuan in revenue from infrastructure investments in 2025 [4][14]. - **Gross Margin Trends**: The gross margin is expected to improve in 2025, driven by a higher proportion of health communication products, which maintain a gross margin above 60%. However, there is a general downward pressure on margins due to new accounting policies [15][16]. Market Position and Competitive Landscape - **Cloud PC Market**: The cloud PC product is positioned in a market with an annual output of approximately 400 million units, corresponding to a market space of about 200 billion yuan in China. The company aims to capture a 5% market share, which could lead to sales exceeding 10 billion yuan [25]. - **Competitive Advantages**: Bangyan Technology's cloud PC solution utilizes CCI cloud computing, avoiding issues associated with VDI virtualization solutions. Major clients include Southern Power Grid and State Grid, which have already signed contracts [25]. Additional Insights - **R&D Investment**: The company has increased R&D personnel and salaries due to investments in military product development and AI innovations, leading to higher overall R&D expenditures [20]. - **Non-Military Business Growth**: Non-military business is expected to account for nearly 20% of total revenue in 2025, primarily from domestic online board card support and commercial encryption products [21]. - **Future Outlook**: The company is optimistic about achieving significant revenue growth in 2025, with expectations of reaching 600-700 million yuan in total revenue, driven by both traditional military and new cloud PC business lines [24][26].

Core Viewpoint - After a steady growth in net profit before going public, the company Bangyan Technology (688132) has experienced a significant decline in performance post-IPO, reporting a net loss for the second consecutive year in its 2024 annual report [1][3]. Financial Performance - In the 2024 fiscal year, Bangyan Technology reported an operating income of approximately 347 million yuan and a net profit attributable to shareholders of approximately -36.61 million yuan [3]. - The company's net profit before going public was 71.10 million yuan in 2020 and 79.27 million yuan in 2021, but it dropped to 41.12 million yuan in 2022 and further declined to -52.25 million yuan in 2023 [3]. - As of April 10, 2024, the company's stock price closed at 19.33 yuan per share, significantly below the IPO price of 28.88 yuan per share, with a total market value of 2.943 billion yuan, down from a peak of 4.547 billion yuan in November 2022 [3]. Executive Compensation - Despite the declining performance, the company has increased the salaries of some executives and core technical personnel, with the chairman and actual controller, Zhu Guosheng, earning over 2 million yuan in 2024, a more than 40% increase from 2023 [4][5]. - Other executives, including Zhu Guoqiang and several core technical staff, also saw salary increases ranging from approximately 3.8% to 41.05% in 2024 compared to 2023 [5][6]. R&D Investment - Bangyan Technology reported R&D expenses of 72.39 million yuan in 2024, accounting for 20.87% of sales revenue, but this represents a 15.37% decrease from 85.48 million yuan in 2023 [9]. - The decline in R&D spending could weaken the company's technological innovation capabilities and product competitiveness, potentially impacting market share and profitability in the long term [9].