北京铜牛信息科技股份有限公司 独立董事关于第五届董事会第四次会议相关事项的独立意见 根据中国证券监督管理委员会《关于在上市公司建立独立董事制 度的指导意见》《深圳证券交易所上市公司自律监管指引第 2 号—— 创业板上市公司规范运作》等法律、法规及《北京铜牛信息科技股份 有限公司章程》《北京铜牛信息科技股份有限公司独立董事工作制度》 等相关规章制度的有关规定，我们作为北京铜牛信息科技股份有限公 司（以下简称"公司"）的独立董事，现对公司第五届董事会第四次会 议审议事项《关于补选公司非独立董事候选人的议案》发表如下独立 意见： 经审查，我们一致认为：公司非独立董事候选人赵宏晔先生符合 上市公司董事的任职资格，具备被提名为非独立董事候选人的条件。 我们未发现赵宏晔先生有《公司法》《深圳证券交易所上市公司自律 监管指引第 2 号——创业板上市公司规范运作》第 3.2.3 条、第 3.2.4 条所列情形。赵宏晔先生未受过中国证监会及其他有关部门的处罚和 证券交易所的纪律处分，不存在因涉嫌犯罪被司法机关立案侦查或涉 嫌违法违规被中国证监会立案稽查的情况，不属于失信被执行人。公 司本次非独立董事候选人的提名程序、任职资格均 ...

证券代码：300895 证券简称：铜牛信息 公告编号：2023-099 北京铜牛信息科技股份有限公司 关于部分高级管理人员减持股份计划时间届满 暨实施完毕的公告 公司董事、总经理高鸿波先生，副总经理李超成先生，副总经 理、董事会秘书刘毅先生保证向本公司提供的信息内容真实、准 确、完整，没有虚假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提 供的信息一致。 近日，公司收到高鸿波先生、李超成先生、刘毅先生出具的《关 于股份减持计划实施完毕的告知函》。根据《上市公司股东、董监 高减持股份的若干规定》《深圳证券交易所上市公司股东及董事、 监事、高级管理人员减持股份实施细则》等相关规定，现将上述股 东本次减持计划实施情况公告如下： 一、股东减持情况 （一）股东减持股份情况 | 股东名称 | 减持方式 | | | 减持时间 | | | | 减持均价 （元/股） | 减持股数 （股） | 减持比例 （%） | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 高鸿波 | 集中竞价 | 2023 | ...

证券代码：300895 证券简称：铜牛信息 公告编号：2023-096 北京铜牛信息科技股份有限公司 关于补选公司非独立董事候选人的公告 本公司及董事会全体成员保证信息披露的内容真实、准确和 完整，没有虚假记载、误导性陈述或者重大遗漏。 北京铜牛信息科技股份有限公司（以下简称"公司"）第五届董 事会非独立董事刘常峰女士因工作调动，将不再担任公司董事、董事 会薪酬与考核委员会委员职务，董事会提名赵宏晔先生为公司第五届 董事会非独立董事候选人，任期自股东大会审议通过之日起至本届董 事会届满。 根据《公司法》《深圳证券交易所上市公司自律监管指引第 2 号 ——创业板上市公司规范运作》及《公司章程》等有关规定，刘常峰 女士不再担任公司董事不会导致公司董事会成员低于法定最低人数， 不影响公司董事会的正常运作。截至本公告披露日，刘常峰女士未持 有公司股份，亦不存在应当履行而未履行的承诺事项。 公司董事会对刘常峰女士在任职期间为公司所做的各项工作及 贡献表示衷心的感谢。 赵宏晔先生（简历附后）为公司第五届董事会非独立董事候选人，任 期自股东大会审议通过之日起至本届董事会届满。 若赵宏晔先生当选公司董事，公司董事会中兼任公司 ...

证券代码：300895 证券简称：铜牛信息 公告编号：2023-095 2、本次会议于 2023 年 8 月 15 日以现场和通讯相结合的方式召 开，现场会议会址为公司第七会议室。 北京铜牛信息科技股份有限公司 第五届董事会第四次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完 整，没有虚假记载、误导性陈述或者重大遗漏。 一、董事会会议召开情况 1、本次会议通知于 2023 年 8 月 10 日通过电子邮件等方式送达 至各位董事。 表决结果:同意票 7 票，反对票 0 票，弃权票 0 票。 本议案尚需提交公司股东大会审议批准。 （二）审议通过《关于召开公司 2023 年第五次临时股东大会的议案》 3、本次会议应出席董事 7 名，实际出席董事 7 名，其中，以通 讯表决方式出席的董事 6 名。 4、本次会议由公司董事长顾伟达先生主持，公司监事及高级管 理人员列席会议。 5、本次会议的召集、召开和表决程序符合《中华人民共和国公 司法》和《公司章程》的有关规定，形成的决议合法有效。 二、董事会会议审议情况 经与会董事认真审议，会议以举手通讯表决方式通过了以下议案 并形成决议： （一）审议通过《关 ...

证券代码：300895 证券简称：铜牛信息 北京铜牛信息科技股份有限公司投资者关系活动记录表 编号：2023-004 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 □新闻发布会 □路演活动 □现场参观 □其他 参与单位名称及 东方证券：宋鑫宇 人员姓名 时间 2023 年 6 月 8 日（星期四）上午 10：00-11：00 地点 北京市东城区天坛东路 31 号铜牛信息大厦第八会议室 上市公司接待 副总经理、董事会秘书：刘毅 人员姓名 公司于 2023 年 6 月 8 日（星期四）上午 10：00-11：00 在公司第八会议室举行了投资者关系活动。具体互动交流内容 如下： 1. 请介绍一下公司情况。 回复：公司是一家集互联网数据中心服务、云服务、互联 网接入服务、互联网数据中心及云平台信息系统集成服务、应 用软件开发服务为一体的互联网综合服务提供商，在互联网数 投资者关系活动 据中心及相关增值服务、互联网数据中心及云平台信息系统集 主要内容介绍 成等方面具有竞争优势。公司的数据中心主要分布在北京和天 津，建设运营四个数据中心：天坛数据中心、国门数据中心、 CBD 数据中心及天津 ...

Group 1: Company Overview - The company is a comprehensive internet service provider, integrating internet data center services, cloud services, internet access services, and software development [2] - The company has competitive advantages in internet data center and related value-added services [2] Group 2: Future Development Strategy - The company aims for steady development, balancing heavy and light asset business strategies [3] - It seeks opportunities for IDC business development in regions like Beijing-Tianjin-Hebei, Yangtze River Delta, and Guangdong-Hong Kong-Macao Greater Bay Area [3] - The company plans to expand its data center operations and enhance its cloud computing capabilities [3] Group 3: Data Center Operations - The company currently operates four data centers located in Beijing and Tianjin: Tiantan Data Center, Guomen Data Center, CBD Data Center, and Tianjin Free Trade Zone Data Center [3] - The company maintains a stable cabinet rental rate despite market fluctuations [4] Group 4: Client Base and Market Strategy - The client base includes government, finance, and internet industries, focusing on state-owned enterprises [3] - The company aims to increase market share among municipal state-owned enterprises by enhancing service quality and establishing demonstration projects [3] Group 5: Financial Performance - The company's gross profit margin declined in 2022 due to increased operational costs and reduced resource reuse rates in IDC and value-added services [4] - Factors such as client cost control and project delivery delays contributed to the decline in gross profit margin for IDC and cloud platform integration services [4]

Financial Performance - The company's operating revenue for Q1 2023 was ¥65,826,213.86, a decrease of 44.46% compared to ¥118,521,371.65 in the same period last year[5] - The net profit attributable to shareholders was -¥625,736.77, representing a decline of 107.00% from ¥8,942,325.33 year-on-year[5] - The company reported a total of 67,852,700 shares under lock-up agreements, with 796,302 shares released during the period[16] - The largest shareholder, Beijing Fashion Holdings, holds 32,241,528 shares, which remain under lock-up until September 2023[14] - Net profit for Q1 2023 was a loss of CNY 4,127,042.30, compared to a profit of CNY 8,104,370.49 in Q1 2022, representing a significant decline[22] - Basic and diluted earnings per share for Q1 2023 were both CNY -0.0049, compared to CNY 0.0768 in Q1 2022, reflecting a downturn in profitability[23] Cash Flow and Assets - The net cash flow from operating activities improved by 76.22%, reaching -¥9,150,603.32 compared to -¥38,483,757.96 in the previous year[10] - As of March 31, 2023, the company's cash and cash equivalents amounted to ¥154,268,563.36, a decrease from ¥170,331,313.50 at the beginning of the year, representing a decline of approximately 9.4%[18] - The cash and cash equivalents net increase was up by 25.81% compared to the previous year, driven by improved cash flow management[10] - Total current assets as of March 31, 2023, were ¥530,755,567.90, down from ¥540,238,474.81 at the beginning of the year, a decrease of about 1.4%[18] - The overall financial health shows a mixed performance with slight declines in cash and total current assets, while accounts receivable saw an increase[18] Liabilities and Equity - Total liabilities decreased to CNY 134,714,426.16 from CNY 150,337,312.95, indicating a reduction in financial obligations[20] - The company's equity attributable to shareholders was CNY 1,086,814,171.09, a slight decrease from CNY 1,087,439,907.86 in the previous period[20] Operational Metrics - The balance of accounts receivable decreased by 68.66% compared to the beginning of the year, primarily due to the collection of payments from customers[8] - The balance of construction in progress increased by 58.92%, reflecting ongoing investments in the cloud computing platform[8] - The company experienced a 39.58% reduction in operating costs, attributed to the significant decline in system integration service business[9] - Total operating costs for Q1 2023 were CNY 73,122,363.44, down 32.6% from CNY 108,441,703.94 year-over-year[21] Income and Expenses - The company reported a significant increase in other income, which rose by 2092.86% due to government subsidies received during the period[9] - Research and development expenses for Q1 2023 were CNY 5,179,454.90, an increase from CNY 4,711,049.09 in the same period last year, indicating continued investment in innovation[21] - The company reported a credit impairment loss of CNY 3,368,089.22 in Q1 2023, compared to a loss of CNY -23,890.49 in the previous year, highlighting increased credit risk[22] Future Outlook - The company has not reported any new product launches or technological advancements during this quarter[17] - There were no significant mergers or acquisitions announced in the first quarter of 2023[17] - The company did not provide specific future guidance or market expansion strategies in the current report[17] - The first quarter report was not audited[26]

Financial Performance - The net profit for the reporting period was negative due to impairment provisions made for certain assets, reflecting a cautious assessment of the recoverable value of inventory and receivables [3]. - The company’s main business, core competitiveness, and key financial indicators did not experience adverse changes, indicating stable operational conditions [5]. - The profit distribution plan approved by the board involves no cash dividends and a capital reserve conversion of 1 share for every 10 shares held [6]. - The net profit attributable to shareholders for 2022 was CNY -65,370,911.39, a decrease of 234.55% from CNY 52,348,704.82 in 2021 [25]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY -67,383,290.98, a decrease of 248.07% from CNY 49,271,751.60 in 2021 [25]. - The net cash flow from operating activities for 2022 was CNY -25,525,975.16, a decrease of 52.93% from CNY -54,230,494.52 in 2021 [25]. - The total assets at the end of 2022 were CNY 1,277,213,843.23, a decrease of 17.50% from CNY 1,548,185,954.02 at the end of 2021 [25]. - The net assets attributable to shareholders at the end of 2022 were CNY 1,087,439,907.85, a decrease of 6.19% from CNY 1,163,001,960.82 at the end of 2021 [25]. - The basic earnings per share for 2022 were CNY -0.5107, a decrease of 222.32% from CNY 0.4499 in 2021 [25]. - The weighted average return on net assets for 2022 was -5.82%, down from 4.59% in 2021 [25]. Revenue and Growth - The company's operating revenue for 2022 was CNY 441,299,005.76, representing a 47.33% increase compared to CNY 299,523,640.16 in 2021 [25]. - The company’s revenue model includes income from hardware and software installation, configuration, and technical services in its information system integration services [55]. - The internet industry contributed ¥362,356,353.91, accounting for 82.11% of total revenue, with a year-on-year growth of 100.18% [74]. - The company’s cloud services allow clients to dynamically allocate IT resources based on their needs, with a pay-as-you-go pricing model [55]. - The company achieved total operating revenue of 441.299 million yuan, an increase of 47.33% year-on-year [67]. - The internet data center and cloud platform integration services achieved revenue of 235 million yuan, a year-on-year increase of 138.06% [70]. Market and Industry Trends - The cloud service market in China is projected to reach ¥1,268.3 billion by 2025, with IaaS services expected to grow to ¥676.6 billion [36]. - The demand for high-performance computing is rapidly increasing across various sectors, including finance, energy, and manufacturing, as traditional computing technologies struggle to meet evolving needs [44]. - The digital transformation is recognized globally as essential for survival and competitive advantage, with the Chinese government actively promoting the development of the digital economy [43]. - The Chinese government emphasizes the importance of digital economy development, aiming for the digital economy's added value to reach approximately 50% of GDP by 2025 [42]. - The integration of new digital technologies such as cloud computing, big data, and artificial intelligence is driving the rapid growth of the industrial cloud market, with industrial big data becoming a core value creator [40]. Operational Challenges - The overall economic fluctuations resulted in reduced demand for IDC and value-added services, causing a decline in gross profit margins for these segments [5]. - The company faced challenges in project implementation and cost increases due to the economic environment, impacting profit margins [69]. - The company has acknowledged uncertainties regarding its ability to continue as a going concern, as indicated by negative net profits over the last three years [26]. Research and Development - The company increased its R&D investment to enhance core competitiveness, focusing on cloud infrastructure and energy management systems [71]. - R&D investment totaled ¥19,921,000, marking an 18.24% increase year-on-year [72]. - The company has allocated 60 million for research and development of new technologies in 2023 [136]. - The company is investing 200 million yuan in R&D for new technologies aimed at enhancing product features and user experience [155]. Corporate Governance - The company has established a comprehensive corporate governance structure, including a board of directors, supervisory board, and management team, ensuring clear responsibilities and effective operations [128]. - The board of directors consists of 7 members, including 3 independent directors, serving a term of 3 years [129]. - The company has implemented a transparent performance evaluation and incentive mechanism for senior management, ensuring compliance with legal regulations [130]. - The company adheres to strict information disclosure requirements, ensuring equal access to information for all shareholders and investors [131]. Shareholder Relations - The company will not distribute cash dividends for the fiscal year 2022, nor will it issue bonus shares, opting instead to increase capital reserves by 1 share for every 10 shares held, resulting in a total increase of 12,800,060 shares [176]. - The cash dividend amount for the reporting period is 0.00 yuan, representing 0.00% of the total profit distribution [174]. - The company has maintained effective communication with investors through various platforms, ensuring transparency and timely information disclosure [185]. Risk Management - The company has established a risk management organization to oversee internal control management [178]. - The company emphasizes its commitment to environmental protection and sustainable development, aligning with national "dual carbon" goals [187]. - The company has not encountered any major defects in internal control during the reporting period [180]. Future Outlook - The company plans to expand its market presence in Southeast Asia, targeting a 15% increase in market share by 2024 [136]. - The company aims to enhance its cloud computing capabilities by developing "exclusive cloud" services to meet customer demands for dedicated cloud platforms [120]. - The company plans to develop new business areas such as edge computing, network information security, and smart health, leveraging existing business as a technological foundation [121].

Financial Performance - The company's operating revenue for 2021 was ¥299,523,640.16, a decrease of 3.23% compared to ¥309,516,958.77 in 2020[21]. - The net profit attributable to shareholders for 2021 was ¥48,583,884.82, down 12.51% from ¥55,532,519.72 in 2020[21]. - The net cash flow from operating activities was negative at ¥54,230,494.52, a decline of 172.47% compared to ¥74,836,561.89 in 2020[21]. - The total assets at the end of 2021 amounted to ¥1,548,185,954.02, reflecting a 12.88% increase from ¥1,371,481,560.46 at the end of 2020[21]. - The basic earnings per share for 2021 was ¥0.4175, a decrease of 40.36% from ¥0.7000 in 2020[21]. - The company reported a net profit excluding non-recurring gains and losses of ¥45,506,931.60 for 2021, down 5.84% from ¥48,328,256.16 in 2020[21]. - The weighted average return on equity for 2021 was 4.26%, down from 6.24% in 2020[21]. - The company's total revenue for the reporting period was 303.95 million yuan, a decrease of 1.80% compared to the previous year[72]. - The net profit attributable to shareholders was 52.35 million yuan, down 5.73% year-on-year, while the net profit after deducting non-recurring gains and losses increased by 1.95% to 49.27 million yuan[72]. - The EBITDA for the period was 101.06 million yuan, an increase of 3.45% year-on-year, with an EBITDA margin of 33.25%, up 1.69%[72]. Dividend and Share Capital - The company plans to distribute a cash dividend of 0.50 CNY per 10 shares to all shareholders, based on a total of 116,364,180 shares[6]. - The company has not issued any bonus shares during the reporting period[6]. - The company plans to increase its total share capital by 11,636,418 shares through a capital reserve transfer, raising the total share capital to 128,000,598 shares[184]. - The company distributed a cash dividend of ¥0.50 per 10 shares, totaling ¥5,818,209.00, which represents 100% of the total profit distribution[182][184]. Market Strategy and Growth - The company aims to enhance its market presence through strategic expansions and potential acquisitions in the upcoming year[17]. - The company has set a performance guidance for the next fiscal year, anticipating a revenue growth of approximately 15%[17]. - The company is positioned in the rapidly growing digital economy sector, driven by advancements in 5G, cloud computing, and artificial intelligence[30]. - The company aims to become a leading provider of cloud services and internet comprehensive services in China, focusing on meeting diverse information system service needs[51]. - The company plans to enhance its market presence through strategic acquisitions and partnerships in the upcoming fiscal year[148]. - The management has set a revenue target of 5,500 million for the next fiscal year, aiming for a growth rate of approximately 11%[147]. - The company is considering strategic acquisitions to enhance its product portfolio, with a budget of 100 million allocated for potential deals[157]. Research and Development - The company is focusing on the development of new products and technologies to improve service offerings and operational efficiency[17]. - The proportion of R&D personnel increased to 36.04%, with R&D investment accounting for 5.54% of operating income, reflecting a commitment to technological advancement[70]. - The company invested ¥16.84 million in R&D, which constituted 5.54% of total revenue, with R&D personnel increasing by 32.26% year-on-year[77]. - The company is investing in research and development, allocating 10% of its revenue towards new technology advancements[148]. - The company is committed to continuous innovation and has focused on developing cloud infrastructure and intelligent energy management systems[76]. Operational Efficiency and Cost Management - The company is committed to improving its energy efficiency metrics, aiming for a PUE ratio closer to 1 in its data centers[16]. - The company is focused on technological innovation and refined operations to improve resource reliability and reduce operational costs[58]. - The company has a significant scale effect in procurement due to long-term relationships with telecom operators, leading to cost advantages[54]. - The company is committed to optimizing supply chain operations to reduce costs and enhance market competitiveness in cloud computing services[130]. - The company’s total electricity costs in the internet sector rose by 29.85% to CNY 13,846,414.92, compared to CNY 10,663,784.16 in 2020[87]. Digital Transformation and Market Trends - The company reported a significant increase in user data, reflecting a growth in its customer base and service utilization[17]. - The digital transformation in China has led to a significant increase in demand for data centers and computing power, with a shift from traditional cloud computing to high-performance computing cloud solutions[44]. - The Chinese cloud service market is projected to reach ¥928.62 billion by 2024, with IaaS services expected to account for ¥552.7 billion, representing 59.52% of the market[31]. - The industrial cloud solutions market in China is expected to exceed ¥27 billion by 2023, driven by the digital transformation of enterprises[36]. - The company is actively expanding its industrial internet capabilities, focusing on edge computing and cloud services[98]. Governance and Compliance - The company has established a comprehensive corporate governance structure, including a board of directors, supervisory board, and management team, ensuring clear responsibilities and effective operations[135]. - The company strictly adheres to information disclosure regulations, ensuring equal access to information for all shareholders and investors[140]. - The company has established various committees under the board of directors, including a strategic committee and an audit committee, to enhance decision-making processes[135]. - The company has maintained effective internal controls related to financial reporting as of December 31, 2021, according to the internal control audit report[190]. - The company has a structured approach to employee training, focusing on enhancing skills and career development[179]. Employee and Talent Management - The total number of employees at the end of the reporting period is 223, with 106 in the parent company and 117 in major subsidiaries[175]. - The company has 151 technical personnel, 35 sales personnel, 13 financial personnel, and 24 administrative personnel, totaling 223 employees[176]. - The educational background of employees includes 1 PhD, 14 Master's degrees, 117 Bachelor's degrees, and 91 with college diplomas or below[176]. - The company is focused on building a stable and high-quality talent pool to support its growth, with plans to enhance training and improve incentive mechanisms to retain key personnel[131]. Environmental and Social Responsibility - The company is committed to sustainability and plans to implement eco-friendly practices in its operations moving forward[148]. - The company focused on environmental protection and sustainable development, aligning with national "dual carbon" goals[195]. - The company did not engage in targeted poverty alleviation or rural revitalization efforts during the reporting period[196]. - The company reported no significant environmental penalties during the reporting period[192].

北京铜牛信息科技股份有限公司 证券代码：300895 证券简称：铜牛信息 公告编号：2023-045 关于举行 2022 年度网上业绩说明会并征集相关问题的公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完 整，没有虚假记载、误导性陈述或者重大遗漏。 特此公告。 北京铜牛信息科技股份有限公司 董 事 会 2023 年 4 月 25 日 为做好中小投资者保护工作，增进投资者对公司的了解和认同， 以提升公司治理水平和企业整体价值，现就公司 2022 年度业绩说明 会提前向投资者征集相关问题，广泛听取投资者的意见和建议。投资 者可于 2023 年 5 月 9 日（星期二）17:00 前将有关问题通过电子邮 件形式发送至公司邮箱：share-info@topnewinfo.cn。公司将在 2022 年度业绩说明会上对投资者普遍关注的问题进行重点回答。 欢迎广大投资者积极参与！ 北京铜牛信息科技股份有限公司（以下简称"公司"）《2022 年 年度报告》全文及摘要已于 2023 年 4 月 25 日刊登于中国证监会指定 的披露媒体巨潮资讯网。 为使广大投资者能够更深入全面地了解公司 2022 年度经营情况， 公 ...