| 证券代码：600571 证券简称：信雅达 | 编号：2025-028 | | | --- | --- | --- | | 信雅达科技股份有限公司 | | | | 关于参与投资海宁擎川创业投资合伙企业（有限合伙）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、准确性和完整性承担个别及连带责任。 | | | | 一、对外投资概述 | | | | 为进一步优化投资结构，提升投资价值，经公司第七届董事会第十三次会议 | | | | 审议通过，公司出资 3,000 | 万元人民币入股海宁擎川创业投资合伙企业（有限合 | | | 伙）（以下简称"海宁擎川"），持有其 16.57%份额。具体情况详见公司于 | 2021 | | | 年 1 月 29 | 日披露的《关于对外投资暨关联交易的公告》（编号：2021-007）。 | | | 年 3 | 月完成私募投资 | | | 11 18,100 22,000 基金备案，2021 年 月基金规模由 万元增至 | 万元。具体详见公 | | | 司分别于 2021 ...

证券代码：600571 证券简称：信雅达 编号：2025-028 信雅达科技股份有限公司 公司近期收到基金管理人通知，因基金部分项目转让退出，合伙企业的认缴 出资总额由 22,000 万元变更为 21,100 万元，公司在该基金的认缴份额相应由 3,000 万元变更为 2,877.27 万元。 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、准确性和完整性承担个别及连带责任。 一、对外投资概述 1、对外投资基本情况 为进一步优化投资结构，提升投资价值，经公司第七届董事会第十三次会议 审议通过，公司出资 3,000 万元人民币入股海宁擎川创业投资合伙企业（有限合 伙）（以下简称"海宁擎川"），持有其 16.57%份额。具体情况详见公司于 2021 年 1 月 29 日披露的《关于对外投资暨关联交易的公告》（编号：2021-007）。 海宁擎川于 2021 年 2 月完成工商注册登记手续，2021 年 3 月完成私募投资 基金备案，2021 年 11 月基金规模由 18,100 万元增至 22,000 万元。具体详见公 司分别于 2021 年 2 月 9 日、 ...

Core Viewpoint - The stock of Xinyada has experienced fluctuations, with a year-to-date increase of 52.64% but a recent decline of 4.31% over the past five trading days [1] Group 1: Stock Performance - As of September 2, Xinyada's stock price was 19.10 yuan per share, with a market capitalization of 8.907 billion yuan [1] - The stock has seen a trading volume of 62.9045 million yuan, with a turnover rate of 0.71% [1] - Year-to-date, Xinyada has appeared on the trading leaderboard 11 times, with the most recent appearance on July 11, where it recorded a net buy of -12.1013 million yuan [1] Group 2: Financial Performance - For the first half of 2025, Xinyada achieved a revenue of 861 million yuan, representing a year-on-year growth of 11.24% [2] - The net profit attributable to shareholders was -52.635 million yuan, showing a year-on-year increase of 9.76% [2] Group 3: Shareholder Information - As of June 30, 2025, the number of Xinyada's shareholders was 67,300, an increase of 13.50% from the previous period [2] - The average number of circulating shares per shareholder was 6,797, a decrease of 11.89% [2] - The company has distributed a total of 826 million yuan in dividends since its A-share listing, with 143 million yuan distributed in the last three years [3]

Core Viewpoint - The financial performance of Xinyada (600571) for the first half of 2025 shows a mixed result with an increase in revenue but a continued net loss, indicating potential challenges in profitability and cash flow management [1] Financial Performance Summary - Total revenue for the first half of 2025 reached 861 million yuan, a year-on-year increase of 11.24% compared to 774 million yuan in the same period of 2024 [1] - The net profit attributable to shareholders was -52.635 million yuan, showing a year-on-year improvement of 9.76% from -58.3264 million yuan [1] - In Q2 2025, total revenue was 459 million yuan, up 16.7% year-on-year, while the net profit attributable to shareholders was -2.8223 million yuan, an increase of 69.73% [1] - The gross margin decreased to 14.79%, down 16.8% year-on-year, while the net margin improved slightly to -6.75%, a 5.31% year-on-year increase [1] Accounts Receivable and Cash Flow - Accounts receivable increased significantly by 38.31% to 390 million yuan, indicating a potential issue with cash collection as revenue recognition has not yet translated into cash inflows [1][4] - Operating cash flow per share was -0.99 yuan, a decrease of 46.87% year-on-year, reflecting increased costs and expenses [1][13] Financial Ratios and Costs - The total of selling, administrative, and financial expenses was 89.874 million yuan, accounting for 10.44% of revenue, which is an 8.36% decrease year-on-year [1] - The company’s return on invested capital (ROIC) was 5.86%, indicating average capital returns, with a historical median ROIC of 8.01% over the past decade [13] Business Model and Operational Insights - The company relies heavily on research and marketing for its performance, necessitating a deeper analysis of the underlying drivers of these areas [13] - The company has experienced three years of negative operating cash flow, raising concerns about its financial sustainability [14]

Company Overview - Xinyada Technology Co., Ltd. is located at 3888 Jiangnan Avenue, Binjiang District, Hangzhou, Zhejiang Province, established on July 22, 1996, and listed on November 1, 2002 [1] - The company's main business involves software technology development and consulting services, with revenue composition as follows: software products 93.73%, hardware sales 4.63%, environmental protection products 1.60%, and others 0.04% [1] Financial Performance - For the first half of 2025, Xinyada achieved operating revenue of 861 million yuan, representing a year-on-year growth of 11.24%, while the net profit attributable to shareholders was -52.635 million yuan, an increase of 9.76% year-on-year [2] - Since its A-share listing, Xinyada has distributed a total of 826 million yuan in dividends, with 143 million yuan distributed over the past three years [3] Stock Market Activity - As of August 27, Xinyada's stock price decreased by 2.00%, trading at 19.56 yuan per share, with a total market capitalization of 9.121 billion yuan [1] - The stock has increased by 56.32% year-to-date, with a 1.82% rise over the last five trading days, 7.06% over the last twenty days, and 22.61% over the last sixty days [1] - The company has appeared on the "龙虎榜" (Dragon and Tiger List) 11 times this year, with the most recent appearance on July 11, where it recorded a net buy of -12.1013 million yuan [1] Shareholder Information - As of June 30, 2025, Xinyada had 67,300 shareholders, an increase of 13.50% from the previous period, with an average of 6,797 circulating shares per shareholder, a decrease of 11.89% [2] - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited is the fifth largest, holding 4.3874 million shares, an increase of 92,000 shares from the previous period [3]

Section 1: Important Announcements - The company has released a semi-annual report summary, emphasizing the need for investors to read the full report for a comprehensive understanding of its operational results, financial status, and future development plans [1] - The board of directors and senior management guarantee the authenticity, accuracy, and completeness of the semi-annual report, taking legal responsibility for any false statements or omissions [1] - The semi-annual report has not been audited [1] Section 2: Company Overview - The company is identified as Xinyada Technology Co., Ltd., with the stock code 600571 [5] - The report includes key financial data, although specific figures are not provided in the summary [1] Section 3: Important Matters - There are no significant changes in the company's operational situation during the reporting period, nor any events that have had or are expected to have a major impact on the company's operations [1] Section 4: Cancellation of Supervisory Board - The company has decided to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors, in accordance with the revised Company Law and related regulations [2] - The positions of two supervisors, Chen Lan and Chen Xu, have been terminated as part of this decision [2] Section 5: Amendments to Company Regulations - The company has revised its articles of association and related procedural rules, which will be submitted for approval at the first extraordinary general meeting of shareholders in 2025 [3]

Core Points - The company is named Sunyard Technology Co., Ltd, with a registered capital of RMB 466,318,309 [2][3] - The company's mission is to promote national software development and enhance human civilization through innovative technology [5] - The company operates in various sectors including software development, artificial intelligence, blockchain technology, and information security [6] Chapter Summaries Chapter 1: General Provisions - The company is established in accordance with the Company Law and Securities Law of the People's Republic of China [1] - The company is a joint-stock limited company approved by the Zhejiang Provincial Government [1] Chapter 2: Business Objectives and Scope - The company's mission is to develop national software and promote human civilization [5] - The business scope includes software development, AI applications, cybersecurity, and cloud computing services [6] Chapter 3: Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [9] - The total number of shares issued by the company is 466,318,309 [9] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and information access based on their shareholding [34] - The company must hold annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [47][49] Chapter 5: Board of Directors - The board of directors is responsible for the company's operations and decision-making [14] - Independent directors play a crucial role in ensuring corporate governance [14] Chapter 6: Senior Management - Senior management includes the president, vice presidents, and other key personnel responsible for daily operations [12] Chapter 7: Financial Accounting System, Profit Distribution, and Auditing - The company must adhere to financial accounting standards and undergo regular audits [7] Chapter 8: Notices and Announcements - The company is required to issue notices and announcements in accordance with legal requirements [8] Chapter 9: Mergers, Divisions, Capital Increase, Decrease, Dissolution, and Liquidation - The company can increase or decrease capital based on shareholder resolutions and legal provisions [10] Chapter 10: Amendments to the Articles of Association - Amendments to the articles require approval from the shareholders [10] Chapter 11: Supplementary Provisions - The articles of association serve as a binding document for the company, shareholders, and management [3]

信雅达科技股份有限公司 董事会议事规则 第一条 宗旨 为了进一步规范本公司董事会的议事方式和决策程序，促使董事和董事会有 效地履行其职责，提高董事会规范运作和科学决策水平，根据《中华人民共和国 公司法》（下称"《公司法》"）、《中华人民共和国证券法》（下称"《证券法》"）、 《上市公司治理准则》、 《上海证券交易所股票上市规则》、 《上海证券交易所董事 会议事规则指引》、 《信雅达科技股份有限公司章程》(下称" 《公司章程》"）等有 董事会下设董事会办公室，处理董事会日常事务。 董事会秘书可兼任董事会办公室负责人，保管董事会和董事会办公室印章。 董事会秘书可以指定证券事务代表等有关人员协助其处理日常事务。 董事会每年应当至少在上下两个半年度各召开一次定期会议。 第四条 定期会议的提案 在发出召开董事会定期会议的通知前，董事会办公室应当逐一征求各董事 的意见，初步形成会议提案后交董事长拟定。 董事长在拟定提案前，应当视需要征求总裁和其他高级管理人员的意见。 第五条 临时会议 有下列情形之一的，董事会应当召开临时会议： 按照前条规定提议召开董事会临时会议的，应当通过董事会办公室或者直接 向董事长提交经提议人签字（ ...

信雅达科技股份有限公司 董事会审计委员会议事规则 第一章 总则 第一条 为提高信雅达科技股份有限公司（以下简称"公司"）治理水平、规 范公司董事会审计委员会的运作，根据《中华人民共和国公司法》 （以下简称《公 第四条 公司为审计委员会提供必要的工作条件，并指定公司内审部为审计 委员会联络部门，承担审计委员会的工作联络、会议组织、材料准备和档案管理 等日常工作。审计委员会履行职责时，公司管理层及相关部门须给予配合。 （三）具有经济管理方面高级职称，且在会计、审计或者财务管理等专业岗 位有 5 年以上全职工作经验。 第二章 审计委员会的人员组成 第五条 审计委员会成员由董事会从董事会成员中任命，并由三名或以上董 事组成，成员应当为不在上市公司担任高级管理人员的董事，且均须具有能够履 行审计委员会工作职责的专业知识和经验，其中至少有一名独立董事委员为会计 专业人士。审计委员会中独立董事委员应占审计委员会成员总数过半数。以会计 专业人士身份被提名为独立董事候选人的，应当具备较丰富的会计专业知识和经 验，并至少符合下列条件之一： （二）具有会计、审计或者财务管理专业的高级职称、副教授及以上职称或 者博士学位； 《中华人 ...

Core Viewpoint - The report highlights the financial performance and strategic developments of Sunyard Technology Co., Ltd. for the first half of 2025, showcasing an increase in revenue despite a net loss, and emphasizes the company's focus on AI technology and financial solutions [1][3]. Financial Performance - The company reported a revenue of CNY 860,763,697.89, representing an increase of 11.24% compared to the same period last year [2][4]. - The total profit for the period was a loss of CNY 55,775,126.81, an improvement from a loss of CNY 88,068,867.95 in the previous year [2][4]. - The net profit attributable to shareholders was a loss of CNY 52,634,975.44, compared to a loss of CNY 58,326,369.47 in the same period last year [2][4]. - The net cash flow from operating activities was negative at CNY -460,267,442.40, worsening from CNY -313,391,982.45 in the previous year [2][4]. Business Development - The company has expanded its AI technology solutions, integrating resources in the financial big model sector and launching core products for multimodal data processing and model tuning [3][4]. - Sunyard has developed a comprehensive AI product matrix, including platforms for model management, intelligent application development, and financial operation systems [3][4]. - The company has established partnerships with leading enterprises in various industries to create a diversified innovation ecosystem [3][4]. Key Financial Indicators - Basic earnings per share were reported at CNY -0.113, slightly improved from CNY -0.128 in the previous year [2][4]. - The weighted average return on net assets was -4.49%, an improvement from -4.97% in the same period last year [2][4]. - The total assets at the end of the reporting period were CNY 1,741,775,489.37, down 4.47% from the previous year [2][4]. Investment and Assets - The company made a significant equity investment of CNY 11,888,000 in Jin Ke Lan Zhi Technology (Beijing) Co., Ltd. during the reporting period [5]. - The company’s cash and cash equivalents decreased by 47.32% to CNY 98,879,563.16, primarily due to operational cash consumption [4][5]. - Accounts receivable increased by 70.74% to CNY 390,187,508.85, indicating revenue recognition not yet collected [4][5]. Strategic Focus - The company aims to enhance its core competitiveness by upgrading its product lines and solutions, focusing on investor returns and improving operational performance [8]. - Sunyard emphasizes the importance of investor relations and information disclosure, aiming to enhance transparency and communication with stakeholders [8].