Core Viewpoint - The company, Fanwei Network Technology Co., Ltd., reported a significant reliance on its localized authorized operation centers for revenue generation, with over 95% of its operating income derived from this model in 2024, amounting to 2.362 billion yuan [1][2]. Group 1: Revenue Structure - In 2024, the company achieved total operating income of 2.362 billion yuan, with technical service income contributing 1.438 billion yuan, accounting for 60.91% of total revenue [1]. - The revenue from software products and technical services is categorized into three main types: self-developed software sales, technical service income, and third-party product sales [1][2]. - The revenue generated from the authorized operation model accounted for 94.48% of total income in 2022-2024, indicating a strong trend towards this operational strategy [1]. Group 2: Business Models - The company operates under two main business models: the authorized operation model and the direct sales model. The authorized operation model allows for rapid replication and promotion of business activities [1][2]. - The authorized operation centers are responsible for customer needs assessment, communication, implementation planning, training, and support, while the company's technical team provides product revisions and upgrades [1][2]. Group 3: Financial Performance - The company's gross profit margin for 2024 was reported at 93.25%, with a sales expense ratio of 68.31% and a net profit margin of 8.59% [1][15]. - The sales expenses for 2024 totaled 1.613 billion yuan, with 1.347 billion yuan paid to authorized operation centers, reflecting a decrease of 2.85% from 2023 [1][8]. Group 4: Cost Structure - The operating costs for 2024 were reported at 160 million yuan, with technical service costs increasing by 24.54% to 81.7844 million yuan compared to 2023 [1][8]. - The company has reduced its workforce by 13.40% in 2024, leading to a decrease in total employee compensation by 8.29% [1][8]. Group 5: Revenue Recognition - The company follows specific revenue recognition methods in compliance with the Accounting Standards for Enterprises, confirming income based on control over the goods before transfer to customers [2][3][4]. - The revenue from self-developed software products is recognized upon customer acceptance, while income from third-party products is recognized similarly to self-developed products [6][7].

Core Viewpoint - The company received an inquiry letter from the Shanghai Stock Exchange regarding its 2024 annual report, prompting a detailed response about its revenue recognition methods and operational agreements with authorized business operation centers [1][2]. Group 1: Revenue and Business Model - In 2024, the company achieved a total revenue of 2.362 billion yuan, with technical service revenue accounting for 1.438 billion yuan, representing 60.91% of total revenue [1]. - The company's revenue is primarily generated through an authorized operation model, with over 94% of revenue coming from this model in recent years [12][13]. - The company has established a standardized pricing system for its software products, which is based on functional points, ensuring that authorized centers adhere to these guidelines during negotiations with clients [3][4]. Group 2: Contracts and Obligations - The cooperation agreements between the company and authorized operation centers outline the rights and obligations of each party, including revenue sharing, service quality assurance, and compliance with legal regulations [2][3]. - Authorized operation centers are responsible for market development and sales of technical services under the company's brand, while the company retains direct responsibility for contract execution with end customers [5][6]. - The company has a structured approach to managing authorized operation centers, including performance assessments and compliance checks to ensure adherence to operational standards [24][25]. Group 3: Financial Details and Trends - The company reported a decrease of 2.85% in project implementation fees paid to authorized operation centers from 2023, amounting to 1.613 billion yuan in total sales expenses [20][23]. - The breakdown of project implementation fees over the past three years shows a consistent trend, with sales sharing and expense deductions being the main components [21][22]. - The company’s revenue recognition methods for software products and technical services are in compliance with the relevant accounting standards, confirming its status as the primary responsible party in transactions [18][19].

目 录 | 一、关于授权运营业务模式……………………………………… 第 | 1—19 | 页 | | --- | --- | --- | | 二、关于客户与供应商……………………………………………第 | 19—30 | 页 | | 三、关于现金资产管理……………………………………………第 | 30—38 | 页 | | 四、关于资产减值…………………………………………………第 | 38—47 | 页 | | 五、附件……………………………………………………………第 | 48—51 | 页 | | （一）本所营业执照复印件……………………………………………第 | 48 | 页 | | （二）本所执业证书复印件……………………………………………第 | 49 | 页 | | （三）签字注册会计师执业证书复印件………………………… 第 | 50—51 | 页 | 问询函专项说明 天健函〔2025〕6-55 号 上海证券交易所： 由泛微网络科技股份有限公司（以下简称泛微网络公司或公司）转来的《关 于泛微网络科技股份有限公司 2024 年年度报告的信息披露监管问询函》（上证公 函〔2025〕0385 号，以下简称问询函） ...

息披露监管问询函的回复公告 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法律责任。 泛微网络科技股份有限公司（以下简称"泛微网络"、"公司"或"上市公 司"）于 2025 年 4 月 16 日收到上海证券交易所《关于泛微网络科技股份有限公 司 2024 年年度报告的信息披露监管问询函》（上证公函【2025】0385 号，以下 简称"《问询函》"），公司就问询函中所提的问题逐项进行了认真分析，现将 相关回复具体内容公告如下： 一、关于授权运营业务模式 1.根据公司年报及前期对我部问询函的回复公告，公司通过本地化授权运 营中心产生的营业收入占比超 95%。2024 年，公司实现营业收入 23.62 亿元， 其中技术服务收入 14.38 亿元，占比 60.91%；自有及第三方软件产品销售收入 9.23 亿元，占比 39.09%。审计报告将收入确认方法列为关键审计事项，称可能 存在管理层通过不恰当的收入确认以达到特定目标或预期的固有风险。请公司： （1）结合上市公司、授权运营中心及客户三方之间签订合同或协议的主要条款， 说明上述三方分别涉及的 ...

Group 1 - The company is a leading player in the collaborative management software sector, focusing on OA development for over 20 years, with a strong market presence and a healthy cash flow [1] - The company has established over 200 branches nationwide and has expanded to overseas markets, serving more than 80,000 clients across 87 different industries [1] - According to IDC, the company holds a 25.7% market share in the local deployment segment of China's enterprise team collaboration software market as of the first half of 2023 [1] Group 2 - The collaborative management software industry in China is fragmented, with product-driven leading firms having a relative advantage [2] - The implementation of the "Xinchuang" policy is expected to boost domestic OA software replacement demand, with projections indicating that the market for Xinchuang OA could reach 31.9 billion yuan by 2027, growing at a CAGR of 20.61% from 2023 to 2027 [2] - AI integration into OA software is anticipated to enhance productivity, with Gartner forecasting that the percentage of enterprise software featuring AI agents will increase from less than 1% in 2024 to 33% by 2028 [2] Group 3 - The company has transformed its products and channels, leveraging a modular approach to meet diverse business needs and has launched 14 specialized products to tap into high-frequency customer demands [3] - The company is expanding its Xinchuang ecosystem and has developed over 50 ready-to-use intelligent agents around its AI product, Xiaoe.AI, which enhances the natural language office experience [3] - The company has successfully adapted to the trends of Xinchuang and AI, increasing R&D investments to seize market opportunities [3] Group 4 - Revenue projections for the company from 2025 to 2027 are 2.607 billion, 2.896 billion, and 3.207 billion yuan, with year-on-year growth rates of 10.38%, 11.09%, and 10.72% respectively [4] - The expected net profit attributable to the parent company for the same period is 283 million, 354 million, and 431 million yuan, with growth rates of 39.69%, 24.87%, and 21.74% respectively [4] - The company is rated as a "buy" based on its leadership in the collaborative management software sector and its potential to benefit from the Xinchuang and AI market trends [4]

Investment Rating - The report gives a "Buy" rating for the company, marking its first coverage [1]. Core Insights - The company is a leader in collaborative management software, focusing on innovation and providing high-quality products for over 20 years. It has established a strong market presence with a 25.7% market share in China's enterprise team collaboration software market as of the first half of 2023 [5][9]. - The company is expected to benefit from the ongoing trends in domestic innovation (信创) and AI integration, which are anticipated to enhance growth potential in the collaborative management software sector [5][37]. - Revenue and profit forecasts indicate a positive growth trajectory, with expected revenues of 2.607 billion, 2.896 billion, and 3.207 billion yuan for 2025, 2026, and 2027 respectively, alongside net profits of 283 million, 354 million, and 431 million yuan for the same years [5][4]. Summary by Sections 1. Collaborative Management Software Leader - The company has focused on collaborative management for over 20 years, gradually becoming an industry leader. It serves over 80,000 clients across 87 different sectors and has established more than 200 branches nationwide [5][9]. - The founder and management team have long tenures, ensuring stability and continuity in leadership [12]. - The company has a strong cash flow, with operating cash flow consistently around 110% of revenue, which supports sustainable growth [25]. 2. Industry Competitive Landscape - The collaborative management software industry is fragmented, with a low market concentration. The company, as a comprehensive leader, is well-positioned to capture market share as competition intensifies [27][33]. - The domestic innovation policy is expected to drive demand for domestic OA software, with projections indicating a market size of 319 billion yuan by 2027, growing at a CAGR of 20.61% from 2023 to 2027 [37][47]. 3. Product and Channel Transformation - The company has developed a modular product system that meets diverse business needs and has launched numerous specialized products to enhance revenue potential [5][9]. - The unique EBU mechanism has contributed to maintaining high gross margins, with software product margins at 99.26% and service margins at 94.30% in 2024 [22]. 4. Profit Forecast and Valuation - The company is projected to achieve significant revenue and profit growth from 2025 to 2027, with a PE ratio of 61.0, 48.8, and 40.1 for those years based on the stock price as of April 25, 2025 [5][4].

Investment Rating - The report gives a "Buy" rating for the company, marking its first coverage [1]. Core Views - The company is positioned as a leader in the collaborative management software sector, with a strong focus on innovation and a healthy cash flow that creates a secure boundary for future growth [5]. - The integration of domestic innovation (信创) and AI technologies is expected to enhance the growth potential of the company's products, particularly in the OA (Office Automation) market [5]. - The company is anticipated to benefit from the increasing demand for domestic OA software as the market shifts towards local solutions due to policy changes [5]. Summary by Sections 1. Collaborative Management Software Leader - The company has over 20 years of experience in collaborative management, focusing on R&D to provide high-quality products [9]. - It has established over 200 branches nationwide and has begun setting up service points overseas, serving more than 80,000 clients across 87 industries [9]. - According to IDC, the company holds a 25.7% market share in the Chinese enterprise team collaboration software market as of the first half of 2023, ranking first [9][33]. 2. Industry Competitive Landscape Improvement - The collaborative management software industry is characterized by a fragmented market with low concentration, but the company, as a comprehensive leader, is expected to improve its competitive advantage [27]. - The domestic innovation policy is driving the demand for OA software replacements, with the market projected to reach 319 billion yuan by 2027, growing at a CAGR of 20.61% from 2023 to 2027 [37][47]. 3. Product and Channel Transformation - The company has developed a modular product system supported by its low-code development platform, e-builder, which meets diverse business needs [5]. - It has launched a series of specialized products and expanded its ecosystem to adapt to domestic innovation and AI trends, enhancing its market position [5]. 4. Financial Forecast and Valuation - The company is projected to achieve revenues of 2.607 billion yuan, 2.896 billion yuan, and 3.207 billion yuan from 2025 to 2027, with year-on-year growth rates of 10.38%, 11.09%, and 10.72% respectively [5]. - The net profit attributable to the parent company is expected to reach 283 million yuan, 354 million yuan, and 431 million yuan during the same period, with growth rates of 39.69%, 24.87%, and 21.74% respectively [5].

Core Viewpoint - The announcement details the financial and operational updates of Fanwei Network Technology Co., Ltd., including the results of the recent shareholders' meeting and the approval of various resolutions [1][5][6]. Financial Data - The quarterly financial report for the first quarter of 2025 has not been audited [1]. - The report includes major accounting data and financial indicators, but specific figures are not provided in the text [1][2]. Shareholder Information - The total number of ordinary shareholders and the status of the top ten shareholders are mentioned, but specific details are not provided [2]. - The shareholders' meeting was held on April 24, 2025, with a combination of in-person and online voting [5]. Meeting Proceedings - The meeting was chaired by the company's chairman, Wei Lidong, and attended by 8 out of 9 directors [5]. - All resolutions presented at the meeting were approved, including the annual reports and profit distribution plan [6][7][8]. Legal Compliance - The meeting's procedures and voting were confirmed to comply with legal and regulatory requirements by the witnessing law firm [9].

证券代码：603039 证券简称：泛微网络 公告编号：2025-014 泛微网络科技股份有限公司 2024年年度股东大会决议公告 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法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 100 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 97,449,018 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 37.3936 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由公司董事会召集，公司董事长韦利东先生主持。本次会议以 (一) 股东大会召开的时间：2025 年 4 月 24 日 (二) 股东大会召开的地点：上海市三鲁公路 3419 号泛微软件大厦一楼公司会 议室 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： 现场和网络投票相结合的方式对股东大会通知中列明的事项进行 ...

北京德恒（杭州）律师事务所 关于 泛微网络科技股份有限公司 2024 年年度股东大会的 法律意见书 杭州市上城区新业路 200 号华峰国际商务大厦 10-11 楼 电话:0571-86508080 传真:0571-87357755 邮编:310020 北京德恒（杭州）律师事务所 关于泛微网络科技股份有限公司 2024 年年度股东大会的法律意见书 北京德恒（杭州）律师事务所 关于 泛微网络科技股份有限公司 2024 年年度股东大会的 法律意见书 德恒【杭】书（2025）第 04023 号 致：泛微网络科技股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人 民共和国证券法》（以下简称"《证券法》"）和中国证券监督管理委员会 《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和其 他有关规范性文件的要求，北京德恒（杭州）律师事务所（以下简称"本所"） 接受泛微网络科技股份有限公司（以下简称"泛微网络"或"公司"）的委托， 指派律师参加泛微网络 2024 年年度股东大会（以下简称"本次股东大会"）。 本所律师根据相关法律法规及《泛微网络科技股份有限公司章程》（以下简称 "《公 ...