信雅达科技股份有限公司 2025 年第一次临时股东大会会议材料 信雅达科技股份有限公司 2025 年第一次临时股东大会会议议程 会议时间：2025 年 9 月 18 日下午 14:00 会议地点：杭州市滨江区江南大道 3888 号信雅达科技大厦一楼会议室 信雅达科技股份有限公司 2025 年第一次临时股东大会 会议材料 2025 年 9 月 18 日 信雅达科技股份有限公司 2025 年第一次临时股东大会会议材料 会议主持人：董事长耿俊岭先生 会议形式：现场会议结合网络投票 议程： 一、 宣布股东到会情况 二、 宣读会议规则 三、 宣读大会议案 1. 关于取消监事会并修订《公司章程》的议案 2. 关于修订《股东会议事规则》的议案 3. 关于修订《董事会议事规则》的议案 四、 股东代表提问及公司管理层回答 五、 股东审议上述议案并进行投票表决 六、 宣读表决结果 七、 宣读本次股东大会决议 信雅达科技股份有限公司 2025 年第一次临时股东大会会议材料 信雅达科技股份有限公司 2025 年第一次临时股东大会会议规则特别提示 为了维护全体股东的合法权益，确保本次股东大会公开、公正、合法有效， 保证会议顺利进行，信 ...

Investment Overview - The company has invested 30 million RMB in Haining Qingchuan Venture Capital Partnership, acquiring a 16.57% stake [1] - The investment aims to optimize the investment structure and enhance investment value [1] Fund Progress - The fund's total subscribed capital has changed from 22,000 million RMB to 21,100 million RMB due to project transfers and exits [1] - The fund completed its registration in February 2021 and has undergone several updates regarding its investment progress [1] Partner Contributions - The total contributions from all partners amount to 21,100 million RMB, with various partners holding different percentages [1] - Notable contributions include Zhejiang Haixiang New Materials Co., Ltd. with 4,795.45 million RMB (22.73%) and Shanghai Rongxi Venture Capital Management with 191.83 million RMB (0.91%) [1]

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（ ...

Core Points - The article outlines the rules governing the operation of the Audit Committee of Xinyada Technology Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][2][3] Chapter 1: General Principles - The Audit Committee is a specialized committee under the Board of Directors, responsible for supervising and evaluating internal and external audit work, and ensuring the accuracy of financial reports [1][2] - The company will provide necessary working conditions for the Audit Committee, with the internal audit department designated as the liaison [1][3] Chapter 2: Composition of the Audit Committee - The Audit Committee consists of three or more directors, with a majority being independent directors, and at least one member must be a professional accountant [2][3] - The Chairman of the Audit Committee must be an independent director with accounting expertise [2] Chapter 3: Responsibilities of the Audit Committee - The Audit Committee is responsible for supervising internal and external audit work, reviewing financial information, and ensuring effective internal controls [4][5] - It must approve significant matters such as financial disclosures, hiring or firing external auditors, and changes in accounting policies before submission to the Board [4][5] Chapter 4: Meetings of the Audit Committee - The Audit Committee must hold at least one meeting per quarter, with the ability to convene additional meetings as necessary [21][22] - A quorum requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [23][24] Chapter 5: Information Disclosure - The company is required to disclose the composition and professional background of the Audit Committee members, as well as their performance in the annual report [32][33] - Any significant issues identified by the Audit Committee that meet disclosure standards must be reported promptly [34][35] Chapter 6: Supplementary Provisions - The rules will be executed in accordance with national laws and regulations, and any conflicts will be resolved in favor of the latest legal provisions [37][38]