本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 证券代码：002605 证券简称：姚记科技 公告编号：2023-077 上海姚记科技股份有限公司 关于举办2023年半年度业绩说明会的公告 上海姚记科技股份有限公司（以下简称"公司"）已于 2023 年 8 月 31 日在 巨潮资讯网上披露了《2023 年半年度报告》及《2023 年半年度报告摘要》。为 便于广大投资者更加全面深入地了解公司经营业绩、发展战略等情况，公司将于 2023 年 9 月 26 日（星期二）15:00-17:00 在"价值在线"（www.ir-online.cn） 举办上海姚记科技股份有限公司 2023 年半年度业绩说明会，与投资者进行沟通 会议召开时间：2023 年 9 月 26 日（星期二）15:00-17:00 会议召开方式：网络互动方式 会议召开地点：价值在线（www.ir-online.cn） 会 议 问 题 征 集 ： 投 资 者 可 于 2023 年 9 月 25 日 前 访 问 网 址 https://eseb.cn/189e3XJhoZO 或使用微信扫描下方小程序码进行会 ...

证券代码：002605 证券简称：姚记科技 公告编号：2023-076 上海姚记科技股份有限公司 2023年第二次临时股东大会决议公告 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、本次股东大会未出现否决议案的情形； 2、本次股东大会未涉及变更前次股东大会决议。 一、会议召开和出席情况 1、会议召开情况 （1）会议召开时间：2023 年 9 月 18 日下午 14:30 （2）会议召开地点：上海市嘉定区曹安路 4218 号一楼会议室 （3）会议方式：本次股东大会采取现场投票和网络投票相结合的方式 （4）会议召集人：公司董事会 （5）会议主持人：董事长姚朔斌先生 （6）本次股东大会会议的召集、召开与表决程序符合《公司法》、《上市公 司股东大会规则》、《深圳证券交易所股票上市规则》及《公司章程》等法律、法 规及规范性文件的规定。 2、会议出席情况 中小股东出席的总体情况： 通过现场和网络投票的股东 29 人，代表股份 17,031,370 股，占公司有表决 权股份总数的 4.276991%。其中：通过现场投票的股东 0 人，代表股份 0 股，占 ...

上海市通力律师事务所 关于上海姚记科技股份有限公司 2023 年第二次临时股东大会的法律意见书 致: 上海姚记科技股份有限公司 上海市通力律师事务所(以下简称"本所")接受上海姚记科技股份有限公司(以下简称 "公司")的委托, 指派本所韩政律师、沈瑶律师(以下简称"本所律师")根据《中华人民共 和国公司法》《中华人民共和国证券法》《上市公司股东大会规则》等法律法规和规范性文件 (以下统称"法律法规")及《上海姚记科技股份有限公司章程》(以下简称"公司章程")的 规定就公司 2023 年第二次临时股东大会(以下简称"本次股东大会")相关事宜出具法律意 见。 本所律师已经对公司提供的与本次股东大会有关的法律文件及其他文件、资料予以了核 查、验证。在进行核查验证过程中, 公司已向本所保证, 公司提供予本所之文件中的所有签 署、盖章及印章都是真实的, 所有作为正本提交给本所的文件都是真实、准确、完整和有效 的, 且文件材料为副本或复印件的, 其与原件一致和相符。 在本法律意见书中, 本所仅对本次股东大会召集和召开的程序、出席本次股东大会人员 资格和召集人资格及表决程序、表决结果是否符合法律法规和公司章程的规定发表意见 ...

证券代码：002605 证券简称：姚记科技 公告编号：2023-075 上海姚记科技股份有限公司 关于股票期权注销完成的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 2023 年 9 月 7 日 期权符合《上市公司股权激励管理办法》等法律法规及《公司章程》、《2020 年 第二期股权激励计划（草案）》的规定，不存在损害公司及其他股东特别是中小 股东利益的情况。本次注销部分股票期权合法、有效。 特此公告。 上海姚记科技股份有限公司董事会 上海姚记科技股份有限公司（以下简称"公司"）于 2023 年 4 月 18 日召开 第五届董事会第四十次会议和第五届监事会第三十九次会议审议通过了《关于 2020 年第二期股权激励计划第三个行权期行权条件未成就及注销期权的议案》。 根据《2020 年第二期股权激励计划（草案）》及《2020 年第二期股权激励计划 实施考核管理办法》的相关规定，鉴于 2020 年第二期股权激励计划（以下简称 "本次激励计划"）中公司 2022 年度净利润增长率未达到公司层面的业绩考核 要求，公司决定对第三个行权期行权条件未成就的 79 万份 ...

Financial Performance - The company reported a revenue of 1.2 billion yuan for the first half of 2023, representing a year-on-year increase of 15%[19]. - The net profit attributable to shareholders for the same period was 300 million yuan, up 20% compared to the previous year[19]. - The company achieved operating revenue of CNY 2,346,038,319.82, representing a year-on-year increase of 23.58%[25]. - Net profit attributable to shareholders reached CNY 407,661,084.08, a significant increase of 113.87% compared to the previous year[25]. - The net profit after deducting non-recurring gains and losses was CNY 395,910,658.40, up 117.96% year-on-year[25]. - The company reported a basic earnings per share of CNY 1.0025, reflecting a growth of 112.44% from the same period last year[25]. - The company reported a total revenue of 1,995 million yuan for the first half of 2023[105]. - The net profit attributable to shareholders was 625 million yuan, which is a 10% increase year-over-year[180]. - The company reported a significant increase in user engagement, with active users growing by 12% year-over-year[183]. - The total comprehensive income for the first half of 2023 was 358.8 million yuan, showing a significant increase compared to the previous year's 359.6 million yuan[186]. Market Expansion and Product Development - User engagement metrics showed a 25% increase in active users, reaching 5 million by the end of June 2023[19]. - The company plans to launch two new products in Q3 2023, aiming to capture an additional 10% market share in the gaming sector[19]. - Future guidance indicates expected revenue growth of 10-15% for the second half of 2023, driven by new product launches and market expansion[19]. - Market expansion efforts include entering three new provinces, projected to increase regional sales by 30%[19]. - The company is exploring potential acquisitions to enhance its product portfolio and market presence, with a budget of 500 million yuan for strategic investments[19]. - The company plans to enhance its digital marketing strategy, aiming for a 20% increase in online sales channels[183]. - The company is actively exploring market expansion strategies and new product development initiatives[145]. - The company plans to continue investing in new technologies and product development to drive future growth[143]. Research and Development - The company has allocated 200 million yuan for R&D in new technologies, focusing on enhancing user experience and product innovation[19]. - The company is investing 1.9 billion yuan in research and development for new technologies and products in the upcoming year[180]. - Research and development expenses were ¥118,345,853.38, slightly up from ¥115,245,846.39, indicating a focus on innovation[166]. - The company aims to enhance its technological capabilities through ongoing research and development initiatives[186]. Financial Management and Investments - No cash dividends or stock bonuses will be distributed for this fiscal year, as the company aims to reinvest profits into growth initiatives[5]. - The company reported a significant reliance on its subsidiaries for revenue generation, with key subsidiaries contributing over 10% to net profit[64]. - The company has established exclusive supply agreements with its main supplier to mitigate risks associated with raw material supply[71]. - The company has implemented strict credit risk management strategies to monitor and control receivables and credit limits[73]. - The company has no fundraising activities during the reporting period, indicating a focus on internal funding sources[61]. Risks and Challenges - The management highlighted potential risks including market competition and regulatory changes, with strategies in place to mitigate these risks[4]. - The company faces regulatory risks in the mobile internet gaming sector, which could adversely affect operations if new games do not receive necessary approvals[67]. - The company has identified risks related to market competition and the lifecycle of mobile games, which could impact future revenue if not managed effectively[67]. - The company is closely monitoring macroeconomic conditions and industry policies to adapt to changes that may affect its playing card production[71]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 26,646[144]. - The largest shareholder, Yao Shuo Bin, holds 17.10% of the shares, totaling 70,502,225 shares[144]. - The total shareholding of the top ten shareholders accounts for 50.27% of the company's total equity[145]. - The company has set aside 121 million yuan for shareholder dividends, maintaining a consistent payout ratio[183]. Corporate Governance and Compliance - The company has completed the implementation of the 2018 and 2019 stock option incentive plans, with 2,900 and 80,000 shares exercised respectively[83]. - The company received approval from the Shenzhen Stock Exchange for its application to issue convertible bonds to unspecified objects on April 13, 2023[124]. - The financial statements were approved for release on August 29, 2023, by the sixth board of directors' fourth meeting[192]. - The company adheres to the accounting standards set by the Ministry of Finance, ensuring the financial statements reflect its financial status accurately[197]. Environmental and Social Responsibility - The company has implemented measures for environmental protection, including regular monitoring of emissions and promoting energy-saving practices among employees[92]. - The company continues to integrate social responsibility into its core values and operational strategies, emphasizing green production and low-carbon practices[93].

上海姚记科技股份有限公司 2023 年第一季度报告 证券代码：002605 证券简称：姚记科技 公告编号：2023-039 上海姚记科技股份有限公司 2023 年第一季度报告 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。 重要内容提示： 1.董事会、监事会及董事、监事、高级管理人员保证季度报告的真实、准确、完整，不存在虚假记载、误导性陈述或重 大遗漏，并承担个别和连带的法律责任。 2.公司负责人、主管会计工作负责人及会计机构负责人(会计主管人员)声明：保证季度报告中财务信息的真实、准确、 完整。 3.第一季度报告是否经审计 □是 否 1 上海姚记科技股份有限公司 2023 年第一季度报告 一、主要财务数据 （一） 主要会计数据和财务指标 公司是否需追溯调整或重述以前年度会计数据 □是 否 | | 本报告期 | 上年同期 | 本报告期比上年同期增减 | | --- | --- | --- | --- | | | | | （%） | | 营业收入（元） | 1,188,135,712.82 | 1,009,966,281.48 | 17.64% | | 归属于上市 ...

证券代码： 002605 证券简称：姚记科技 上海姚记科技股份有限公司 投资者关系活动记录表 编号：2023-001 | 投资者关系活动 | □特定对象调研 □ 分析师会议 | | | | --- | --- | --- | --- | | 类别 | □ 媒体采访 √ 业绩说明会 | | | | | 路演活动 □ 新闻发布会 □ | | | | | □ 现场参观 | | | | | □ 其他 （请文字说明其他活动内容） | | | | 参与单位名称及 | 投资者网上提问 | | | | 人员姓名 | | | | | 时间 | 2023 年 月 27 (周四) 下午 15:00~17:00 | 4 | 日 | | 地点 | 公司通过全景网"投资者关系互动平台"（https://ir.p5w.net） | | | | | 采用网络远程的方式召开业绩说明会 | | | | 上市公司接待人 | 1、独立董事唐松莲 | | | | 员姓名 | 2、董事长/总经理姚朔斌 | | | | | 3、董事会秘书卞大云 | | | | | 4、财务总监梁美锋 | | | | 投资者关系活动 | | | | | | 投资者提出的问 ...

Dividend Distribution - The company plans to distribute a cash dividend of 2.5 yuan per 10 shares to all shareholders, based on a total of 410,544,390 shares[5]. - The company reported a cash dividend of 102,636,097.50 CNY, which represents 100% of the total profit distribution amount[155]. - The company has a cash dividend policy that requires a minimum of 40% of profit distribution to be allocated to cash dividends during the mature stage of development[155]. - The company plans to distribute a cash dividend of RMB 2.5 per 10 shares, totaling RMB 102,636,097.50, which represents 29.45% of the net profit attributable to shareholders for the reporting period[156]. Financial Performance - The company reported a total revenue of 1.2 billion RMB for the year 2022, representing a year-over-year increase of 15% compared to 2021[20]. - The company’s operating revenue for 2022 was CNY 3,914,846,700, representing a 2.83% increase compared to CNY 3,807,248,670 in 2021[27]. - The company reported a significant increase in revenue, achieving a total of 1.2 billion yuan, representing a 25% year-over-year growth[137]. - The company provided a positive outlook for the next fiscal year, projecting a revenue growth of 20%[137]. - The company reported a net profit attributable to shareholders decreased by 39.27% to CNY 348,558,747 in 2022 from CNY 573,685,416 in 2021[27]. - The net profit attributable to shareholders was CNY 348.56 million, with a total profit of CNY 433.81 million[57]. User Engagement and Market Expansion - User data showed an increase in active users by 25% year-over-year, reaching 5 million active users by the end of 2022[20]. - The company is exploring potential acquisitions in the gaming sector to enhance its product offerings and market share[20]. - The company is expanding its market presence, targeting an increase in market share by 10% in the next year[137]. - New product launches included a premium line of playing cards, which contributed to a 30% increase in sales in Q4 2022[20]. Research and Development - The company invested 100 million RMB in R&D for new technologies related to digital gaming and online platforms[20]. - Research and development investments have increased by 30%, focusing on advanced semiconductor technologies[137]. - The company is committed to enhancing its game and technology R&D to maintain competitive advantages and respond to market demands effectively[103]. Risk Management - The company has detailed potential risks and corresponding countermeasures in the "Management Discussion and Analysis" section of the report[4]. - The company faces regulatory risks in the mobile gaming sector, with potential increases in approval thresholds for game releases, which could adversely affect operations if not complied with[102]. - The company has implemented measures to mitigate risks associated with reliance on a single supplier for poker production materials, ensuring a stable supply chain[106]. - Credit risk management involves a comprehensive strategy including client background checks and ongoing monitoring of receivables to mitigate potential losses[109]. Governance and Compliance - The board of directors has ensured that all members were present or represented during the approval of the annual report, reinforcing governance practices[4]. - The company has a complete governance structure that complies with the requirements of the Company Law and the Securities Law, ensuring the protection of shareholders' rights[121]. - The company has established an internal audit system to supervise financial reporting and internal controls, ensuring asset safety and integrity[120]. - The company has implemented an investor relations management system to maintain stable communication with investors and ensure fair information disclosure[119]. Social Responsibility and Sustainability - The annual report outlines the company's commitment to social responsibility and environmental sustainability[5]. - The company donated RMB 2 million to support the construction of a rescue station in Chaoyang District, Shantou City, as part of its social responsibility efforts[171]. - The company also donated RMB 350,000 to the Shanghai Yaoji Charity Foundation to assist underprivileged families[171]. - The company emphasized environmental protection and energy conservation as part of its sustainable development strategy[169]. Operational Efficiency - The gross profit margin improved to 45%, up from 40% in the previous year, due to cost optimization measures[20]. - The company has implemented new strategies to improve operational efficiency, aiming for a 15% reduction in costs[137]. - The company has established multiple game studios, including "Peach Studio," "Plum Studio," and "Block Studio," to develop high-quality mobile games and improve operational efficiency through a comprehensive advertising system[100]. Subsidiaries and Acquisitions - The company has undergone changes in its subsidiary structure, including the transfer of certain holdings during the reporting period[17]. - The company established four new subsidiaries during the reporting period, expanding its operational scope[66]. - The company acquired a 30% stake in Shanghai Xiting Cultural Media Co., Ltd., increasing its total ownership to 70%[66]. Employee Management - The company has a performance-based compensation system that aligns employee salaries with the company's operational performance[152]. - The company emphasizes employee training and development to enhance team capabilities and achieve business goals[153]. - The total number of employees at the end of the reporting period was 1,904, with 50 in the parent company and 1,854 in major subsidiaries[150]. Financial Reporting and Audit - The report includes a detailed financial statement that has been audited by a registered accounting firm[10]. - The internal control audit report was issued with a standard unqualified opinion[167]. - The company maintained effective financial reporting internal controls as of December 31, 2022, according to the internal control audit report[167].

Financial Performance - The company's revenue for Q3 2022 was ¥915,112,810.07, a decrease of 0.71% year-on-year, while the revenue for the year-to-date period was ¥2,813,572,685.12, down 3.54% compared to the same period last year[6]. - Net profit attributable to shareholders for Q3 2022 was ¥101,647,578.05, an increase of 8.81% year-on-year, but a significant decrease of 36.52% for the year-to-date period at ¥292,259,680.34[6]. - The basic earnings per share for Q3 2022 was ¥0.2511, up 7.77% year-on-year, while the diluted earnings per share was ¥0.2520, an increase of 9.19%[6]. - Total revenue for the third quarter was CNY 2,813,572,685.12, a decrease of 3.55% compared to CNY 2,916,727,671.61 in the previous year[29]. - Net profit attributable to the parent company reached CNY 2,021,701,882.63, up from CNY 1,850,948,649.29, indicating a growth of 9.23%[28]. - The net profit for the current period is ¥251,606,266.07, a decrease of 45.3% compared to ¥460,472,567.15 in the previous period[31]. - The total profit for the current period is ¥307,189,166.02, down from ¥514,724,152.72, reflecting a decline of 40.3%[31]. - Operating income for the current period is ¥309,307,009.19, compared to ¥515,330,477.53 in the previous period, indicating a decrease of 40.0%[31]. - The total comprehensive income for the current period is ¥251,671,176.50, compared to ¥460,473,736.70 in the previous period, reflecting a decrease of 45.3%[31]. Assets and Liabilities - The company's total assets at the end of Q3 2022 were ¥4,231,708,529.30, reflecting a growth of 6.34% compared to the end of the previous year[6]. - As of September 30, 2022, the company's total current assets amounted to approximately CNY 1.50 billion, an increase from CNY 1.35 billion at the beginning of the year, reflecting a growth of about 11.1%[22]. - The company's total non-current assets were reported at CNY 1.83 billion, slightly up from CNY 1.80 billion, reflecting a growth of about 1.7%[22]. - The total liabilities of the company as of September 30, 2022, were not specified but are critical for assessing financial health[22]. - Non-current liabilities decreased to CNY 153,626,248.20 from CNY 216,855,279.61, a reduction of 29.19%[28]. - The total liabilities increased to CNY 1,546,935,409.17 from CNY 1,525,359,902.45, reflecting a rise of 1.03%[28]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 37,298, indicating a stable shareholder base[16]. - The company's equity attributable to shareholders rose to CNY 2,648,405,660.63 from CNY 2,447,923,448.06, an increase of 8.19%[28]. Cash Flow and Financing - Cash flow from operating activities is ¥325,432,696.82, slightly down from ¥331,847,673.39 in the previous period[35]. - Cash flow from investing activities shows a net outflow of ¥132,836,817.31, compared to a net outflow of ¥97,779,082.16 in the previous period[38]. - Cash flow from financing activities has a net outflow of ¥163,531,870.66, an improvement from a net outflow of ¥385,593,885.64 in the previous period[38]. - The company received cash from financing activities totaling ¥724,332,102.64, up from ¥558,115,505.73 in the previous period[38]. Research and Development - The company's R&D expenses for the year-to-date period were ¥198,933,470.52, an increase of 41.46% compared to the same period last year, indicating a focus on product innovation[15]. Market Strategy and Outlook - The company is focusing on expanding its market presence and enhancing product development strategies, although specific new products were not detailed in the report[21]. - Future outlook includes potential market expansion and strategic partnerships to drive growth, with an emphasis on innovation in technology[21]. - The company reported a significant increase in shareholder equity, indicating a strengthening financial position, although exact figures were not provided[21].

Financial Performance - The company reported a total revenue of 1.2 billion RMB for the first half of 2022, representing a year-on-year increase of 15%[24]. - The company's operating revenue for the reporting period was ¥1,898,459,875.05, a decrease of 4.84% compared to the same period last year[31]. - Net profit attributable to shareholders was ¥190,612,102.29, down 48.06% year-over-year[31]. - The net profit after deducting non-recurring gains and losses was ¥181,646,963.48, a decline of 44.38% compared to the previous year[31]. - The basic earnings per share decreased by 48.55% to ¥0.4719, while diluted earnings per share fell by 48.02% to ¥0.4709[31]. - The company's total revenue for the reporting period was ¥1,898,459,875.05, representing a decrease of 4.84% compared to ¥1,995,074,099.94 in the same period last year[60]. - The revenue from the card game segment was ¥567,625,959.95, accounting for 29.90% of total revenue, with a year-on-year increase of 8.53%[60]. - The mobile game segment generated revenue of ¥583,216,626.91, which is a decrease of 8.86% from ¥639,909,177.20 in the previous year, representing 30.72% of total revenue[60]. - The internet marketing segment's revenue was ¥712,502,698.09, down 11.33% from ¥803,534,272.55, making up 37.53% of total revenue[60]. - The company reported a total revenue of 1,311 million yuan for the first half of 2022, with a year-on-year increase of 7%[135]. User Growth and Market Expansion - User data showed an increase in active users by 20% compared to the same period last year, reaching 5 million active users[24]. - The company plans to launch three new products in the second half of 2022, aiming for a 10% increase in market share[24]. - Market expansion efforts include entering two new provinces, targeting a 30% increase in regional sales[24]. - Future outlook includes a projected revenue growth of 25% for the full year 2022, driven by new product launches and market expansion strategies[24]. - The mobile gaming sector remains a key focus, with over 35 million registered users for overseas games, indicating strong market presence[42]. - The domestic gaming market saw a slight decline in actual sales revenue of 1.80% year-over-year, highlighting competitive pressures[42]. Research and Development - The company has allocated 100 million RMB for research and development in new technologies, focusing on enhancing user experience[24]. - The company's R&D investment increased by 31.02% to ¥115,245,846.39, compared to ¥87,962,425.17 in the previous year, reflecting a commitment to product innovation[60]. - The company emphasizes the importance of R&D in new games and technologies to maintain competitive advantage in the rapidly evolving mobile gaming market[91]. - The company has strengthened its talent team by combining internal training and external recruitment to enhance R&D and management capabilities[57]. Financial Health and Assets - Total assets increased by 4.27% to ¥4,149,212,410.22 compared to the end of the previous year[31]. - The company reported a net asset attributable to shareholders of ¥2,541,159,198.74, reflecting a growth of 3.81% year-over-year[31]. - Cash and cash equivalents increased to 650,942,862.03, representing 15.69% of total assets, up from 582,156,738.52 (14.63%) due to a net increase in cash flow[67]. - Accounts receivable rose to 389,175,855.55, making up 9.38% of total assets, an increase attributed to higher revenue in the internet marketing segment compared to last year[67]. - Inventory decreased to 280,766,792, which is 6.77% of total assets, down from 317,524,029 (7.98%) due to reduced stock levels[67]. Risk Management - The management highlighted potential risks including market competition and regulatory changes, with strategies in place to mitigate these risks[5]. - The company faces regulatory risks due to increased scrutiny from government agencies on online gaming, which may raise the barriers for game approvals and operations[91]. - The company is actively managing risks related to market competition, ensuring timely updates and maintenance of existing games to prevent revenue decline[91]. - The company is focused on protecting its intellectual property rights to mitigate risks associated with potential infringement and competition[91]. - The company is monitoring overseas market risks as part of its expansion strategy[91]. - The company is committed to compliance with privacy regulations to safeguard user data and maintain trust in its gaming operations[91]. Environmental and Social Responsibility - The company has installed environmental protection and energy-saving equipment to improve waste gas treatment and reduce energy consumption in response to national energy-saving policies[118]. - The company has not faced any administrative penalties for environmental issues during the reporting period[118]. - The company is committed to continuous improvement in product quality and environmental compliance, ensuring long-term competitiveness in the playing card market[51]. - The company donated a total of 2.04 million CNY in cash for poverty alleviation and social rescue efforts during the first half of 2022[120]. Shareholder Information - The total number of shares before the changes was 404,489,687, with 1,069,700 new shares issued, resulting in a total of 405,509,387 shares after the changes[166]. - The total number of ordinary shareholders at the end of the reporting period was 35,773[178]. - Shareholder Yao Shuo Bin holds 17.39% of the shares, totaling 70,502,252[178]. - Shareholder Yao Xiao Li holds 13.13% of the shares, totaling 53,224,352[178]. - The company has implemented a stock repurchase program, with specific details on the repurchased shares not disclosed[174].