浙江天册律师事务所 关于 税友软件集团股份有限公司 2024 年年度股东大会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于税友软件集团股份有限公司 2024 年年度股东大会的 法律意见书 编号：TCYJS2025H0662 号 致：税友软件集团股份有限公司 浙江天册律师事务所（以下简称"本所"）接受税友软件集团股份有限公司 （以下简称"税友软件"或"公司"）的委托，指派本所律师参加公司 2024 年年 度股东大会，并根据《中华人民共和国证券法》（以下简称"《证券法》"）、 《中华人民共和国公司法》（以下简称"《公司法》"）和《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 求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席人员 的资格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对会议 所审议的议案内容和该等议案中所表述的事实或数据的真实性和准确性发表意见。 本法律意见书仅供公司 ...

证券代码：603171 证券简称：税友股份 公告编号：2025-025 税友软件集团股份有限公司 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 (一) 股东大会召开的时间：2025 年 5 月 9 日 (二) 股东大会召开的地点：浙江省杭州市滨江区浦沿街道西浦路 1015 号税 友大厦会议室 (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： | 1、出席会议的股东和代理人人数 | 68 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 328,791,131 | | 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 | 80.8310 | | 份总数的比例（%） | | (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。 本次会议由税友软件集团股份有限公司（以下简称"公司"）董事会召集， 现场会议由董事长张镇潮先生主持。会议采用现场投票和网 ...

Investment Rating - The investment rating for the computer industry is "Buy" [2] Core Insights - The computer industry is experiencing a bottoming out of demand in 2024, with significant differences in structural performance across various segments. Companies are enhancing operational efficiency to cope with the challenges [6][14] - The median revenue growth rate for the industry in 2024 is -1.59%, a decrease of 4.88 percentage points from 2023. The median net profit growth rate is -2.24%, down 8.35 percentage points from the previous year [15] - The report highlights that while revenue and profit metrics are declining, the rate of decline is slowing, indicating potential for improvement in Q1 2025 [15][16] Summary by Sections 1. 2024 Annual Report: Bottoming Demand and Efficiency Improvements - The report analyzes the performance of 208 listed companies in the computer industry, revealing that the overall revenue growth is stabilizing, and profit margins are showing signs of recovery [14][15] - Different segments within the industry show varying performance, with IT hardware, trusted computing, and smart vehicle sectors demonstrating positive growth trends [16][28] 2. Demand Stabilization and Financial Indicators - The report notes that contract liabilities are beginning to improve, and accounts receivable growth is declining, indicating a more stable financial environment [23][24] - Cash inflows from sales of goods and services have significantly increased, reflecting a positive trend in operational cash flow [24] 3. Investment Activity and Valuation Levels - The report indicates an increase in net cash outflow from investment activities, suggesting an expansion trend among companies [26] - As of April 30, 2025, the industry’s price-to-earnings (P/E) ratio is 46 times, with software companies showing a higher P/E increase compared to hardware companies [19][20] 4. Key Areas of Investment Value - The report identifies several key areas with strong investment potential, including AI applications, domestic software and hardware replacements, and the smart driving industry [20][21] - The acceleration of domestic orders in trusted computing and the expansion of the Harmony OS ecosystem are expected to enhance the competitive edge of leading companies in the industry [20][21]

Core Viewpoint - The company demonstrates steady profitability and aims to transform its business model through "artificial intelligence + scenario implementation + ecological synergy" [2] Financial Performance - In Q1 2025, the company reported revenue of 449 million yuan, a year-on-year increase of 23.72%, while net profit attributable to shareholders was 25 million yuan, a year-on-year decrease of 24.50% [1] - For the full year 2024, the company achieved revenue of 1.945 billion yuan, a year-on-year increase of 6.38%, and net profit attributable to shareholders of 113 million yuan, a year-on-year increase of 35.01% [1] Profitability Metrics - In 2024, the company's gross margin was 55.21%, a slight decrease of 0.40 percentage points year-on-year, indicating stable gross profitability [2] - The net profit margin for 2024 was 5.82%, an increase of 1.29 percentage points year-on-year [2] Business Segments B-end: Smart Tax and Finance Solutions - The company's smart tax and finance business, branded as "Yiqiying," generated revenue of 1.177 billion yuan in 2024, a year-on-year increase of 8.46%, with a net profit of 249 million yuan, a year-on-year increase of 1.60% [3] - The platform had 10.7 million active enterprise users by the end of 2024, a growth of 30.5% from the beginning of the year, with 7.07 million paying users, a growth of 24.5% [3] G-end: Digital Government Services - The company, under the brand "Tax Friend Information," serves as a core supplier for financial and tax systems in the digital government sector, achieving revenue of 763 million yuan in 2024, a year-on-year increase of 3.37%, but a net loss of 136 million yuan [4] - The company has focused on key projects and deepened its market presence in provincial and municipal non-tax government departments [4] Future Outlook - The company is positioned as a leading provider of intelligent financial and tax services in China and is expected to benefit from the growth in demand for AI and electronic vouchers [5] - Revenue projections for 2025-2027 are set at 2.377 billion yuan, 2.877 billion yuan, and 3.409 billion yuan, with net profits of 218 million yuan, 349 million yuan, and 452 million yuan respectively [5]

Investment Rating - The report maintains a "Buy" rating for the company [2] Core Insights - The company reported better-than-expected performance in Q1 2025, with revenue of 449 million yuan, a year-on-year increase of 23.7%, and a net profit of 24.75 million yuan, although this represents a decline of 24.5% year-on-year [7] - The company is focusing on AI applications in tax compliance, which is expected to drive growth and cost savings [7] - Revenue forecasts for 2025-2027 have been adjusted, with expected revenues of 2.38 billion yuan, 2.98 billion yuan, and 3.86 billion yuan respectively [7] - The company is positioned as a rare player in the AI application field, with expectations for significant growth starting in 2026 [7] Financial Data and Earnings Forecast - Total revenue for 2024 is projected at 1.945 billion yuan, with a year-on-year growth of 6.4% [6] - The company achieved a gross margin of 55.2% in 2024, with a stable gross margin expected in the coming years [7] - The net profit for 2025 is forecasted to be 186 million yuan, reflecting a significant increase of 65.1% compared to 2024 [6] - The company’s operating cash flow showed a positive trend, with a net operating cash flow of 273 million yuan in 2024, up 12% year-on-year [7] Adjustments to Key Metrics - The number of B-end paying users is expected to increase from 789,000 to 813,000 for 2025E [9] - The average customer price for B-end services is adjusted downwards from 209 yuan to 196 yuan for 2025E [9] - The gross margin for B-end services is revised down from 76% to 70% for 2025E [9] Valuation and Market Comparison - The target market capitalization for the company is set at 24.5 billion yuan, indicating over 20% upside potential from the current market value [10] - The company is compared with peers in the SaaS sector, showing a slightly lower gross margin due to the specialized nature of its products [10]

Investment Rating - The report provides a "Buy" recommendation for the technology sector, indicating a positive outlook for the industry over the next 12 months [24]. Core Insights - The report highlights key stocks in the technology sector for May 2025, including Hengxuan Technology, Weir Shares, Cambricon, Tax Friend, Huafeng Technology, Huace Navigation, Kaiying Network, and Shanghai Film [4][7]. - The report emphasizes the growth potential in various sub-sectors such as electronics, computing, communications, and media, driven by advancements in AI and digital transformation [9][10][11][12][14]. Summary by Category Electronics - Hengxuan Technology is recognized as a leader in wearable SoC, with strong growth in TWS earphones and potential in AI glasses and smartwatches [9]. - Weir Shares reported better-than-expected Q1 results, driven by high demand in automotive, IoT, and medical sectors, with a focus on maintaining high gross margins [9]. Computing - Cambricon is positioned as a leading AI chip manufacturer in China, with significant revenue growth expected in 2024 and 2025, benefiting from the expansion of AI capabilities [10]. - Tax Friend is a leading digital government service provider, with strong growth in AI-driven revenue and a focus on enhancing high-margin business segments [11]. Communications - Huafeng Technology is set to benefit from the increasing demand for high-performance connectors in AI computing clusters, with projected net profits of 278 million, 361 million, and 471 million yuan from 2025 to 2027 [12]. - Huace Navigation has seen significant improvements in overseas business margins and aims for a net profit target of 730 million yuan in 2025, reflecting a 25% year-on-year increase [12]. Media - Kaiying Network has a robust pipeline of IP products and is actively expanding into new game categories and overseas markets, with a focus on AI applications in gaming [14]. - Shanghai Film is leveraging its strong IP portfolio and aims to capitalize on the recovery of the film market, with growth strategies centered around IP monetization and innovative product offerings [14].

议 资 料 二〇二五年五月九日 税友软件集团股份有限公司 2024 年年度股东大会 会 | | | 2024 年年度股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事 效率，保证大会的顺利进行，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》"）及税友软件集团股份有限公司（以下简称"税友股份"或 "公司"）《公司章程》《股东大会议事规则》等相关规定，特制定 本次股东大会会议须知： 一、公司设立股东大会会务组，具体负责会议的程序安排和会务 工作。 二、请现场出席大会的股东或股东代理人及相关人员于 2025 年 4 月 30 日 17:00 前做好参会登记（详见公司于 2025 年 4 月 18 日在上 海证券交易所网站（www.sse.com.cn）发布的会议通知公告）。出席 会议的股东及股东代理人须在会议召开前 15 分钟到达会场进行签到 登记并请按规定出示证券账户卡、身份证明文件或法人单位证明、授 权委托书等，经验证后方可出席会议。会议开始后，会议签到登记终 止，由会议主持人宣布现场出席会议的股东和代理人人数及所持有表 决权的股 ...

Core Viewpoint - Taxfriend Software Group Co., Ltd. reported significant revenue growth in Q1 2025, driven by its high-value transformation strategy and the accelerated promotion of compliance tax optimization products [1][2] Group 1: Financial Performance - The company achieved an operating income of 449 million yuan, representing a year-on-year increase of 23.72% [1] - The net profit attributable to shareholders was 24.74 million yuan during the same period [1] Group 2: High-Value Transformation - Taxfriend's transformation focuses on creating an AIBM digital ecosystem in the smart tax and finance sector, leveraging Agentic AI technology to enhance compliance and financial management services [1] - The company aims to capture the trillion-yuan compliance tax optimization market through a joint operation and business management model [1] Group 3: Product Development and Market Strategy - The rapid growth in user adoption of basic compliance products like Risk Control Warning Agent and Compliance Assessment Agent contributed significantly to revenue growth [2] - Advanced compliance products such as Tax Optimization Planning Agent and Consulting Copilot are also experiencing increased user volume [2] - The "Xiyou" intelligent agent is designed to cover various application scenarios across different levels of tax authorities and government agencies, facilitating a shift towards high-value data services in digital governance [2] Group 4: Future Outlook - Despite increased short-term investments, the company anticipates that its high-value tax and finance services will continue to contribute to revenue and improve profitability [2] - The company is committed to building an Agent application factory that covers the entire tax and finance value chain, while also enhancing digital governance services driven by data [2]

Core Viewpoint - Taxfriend Co., Ltd. (603171) reported significant growth in Q1 2025, with total revenue reaching 449 million yuan, a year-on-year increase of 23.72%, and a net profit attributable to shareholders of 24.74 million yuan, with basic earnings per share of 0.06 yuan [1] Group 1: Business Performance - The company achieved total revenue of 449 million yuan in Q1 2025, marking a 23.72% increase compared to the same period last year [1] - The net profit attributable to shareholders was 24.74 million yuan, with basic earnings per share at 0.06 yuan [1] Group 2: Strategic Development - Taxfriend aims to create a new era of high-value financial and tax services through its vision of "intelligent and digital high-value financial and tax services" and a development path of "artificial intelligence + scenario implementation + ecological collaboration" [1][2] - The company has established two main business segments: intelligent financial and tax services and digital government [1] Group 3: Investment and R&D - The company is currently in a transformation investment phase, with increased promotional expenses for compliance products driven by Agentic AI and R&D investments, leading to sales and R&D expenses of 75.71 million yuan and 122 million yuan, respectively, reflecting year-on-year growth of 36.06% and 16.08% [1] - Taxfriend continues to maintain high R&D investment, with its self-developed AI platform "Xiyou" integrating multiple models to enhance the productivity of high-value service business growth [2] Group 4: Market Position and User Base - In the intelligent financial and tax sector, Taxfriend has launched the AIBM ecological strategy, serving over 10.7 million active enterprise users and more than 7.07 million paying users [1] - The compliance tax advantage products driven by Agentic AI technology are experiencing rapid growth in user numbers and subscriptions [1]

Financial Performance - The company's operating revenue for Q1 2025 was ¥448,744,016.74, representing a 23.72% increase compared to ¥362,700,556.68 in the same period last year[4]. - Net profit attributable to shareholders decreased by 24.50% to ¥24,745,677.38 from ¥32,775,309.18 year-on-year[4]. - The basic and diluted earnings per share both fell by 25.00% to ¥0.06 from ¥0.08 in the previous year[4]. - The company reported a decrease in net profit due to increased operational costs and market challenges[4]. - Total operating revenue for Q1 2025 reached ¥448.74 million, a 24% increase from ¥362.70 million in Q1 2024[19]. - Net profit for Q1 2025 was ¥24.05 million, a decrease of 27% compared to ¥32.84 million in Q1 2024[20]. - The company reported a basic earnings per share of ¥0.06 for Q1 2025, down from ¥0.08 in Q1 2024[20]. - The company’s total profit for Q1 2025 was ¥24.36 million, a decrease from ¥32.56 million in Q1 2024[19]. Assets and Liabilities - Total assets at the end of the reporting period were ¥4,003,893,059.58, down 3.49% from ¥4,148,568,542.66 at the end of the previous year[4]. - As of March 31, 2025, the total assets of the company amounted to RMB 4,003,893,059.58, a decrease from RMB 4,148,568,542.66 as of December 31, 2024, reflecting a decline of approximately 3.48%[16]. - The company's current assets totaled RMB 2,019,107,634.13, down from RMB 2,223,668,568.98, indicating a decrease of about 9.2%[14]. - The total liabilities decreased to RMB 1,480,430,067.24 from RMB 1,649,125,181.78, a reduction of about 10.3%[16]. - The company's total equity increased to RMB 2,523,462,992.34 from RMB 2,499,443,360.88, showing a growth of approximately 0.96%[16]. Cash Flow - The net cash flow from operating activities was negative at -¥370,024,431.87, compared to -¥360,074,517.35 in the same period last year[4]. - Cash flow from operating activities showed a net outflow of ¥370.02 million in Q1 2025, slightly worse than the outflow of ¥360.07 million in Q1 2024[24]. - Cash flow from investing activities generated a net inflow of ¥96.08 million in Q1 2025, compared to ¥41.20 million in Q1 2024, indicating a significant increase[25]. - Cash flow from financing activities resulted in a net inflow of ¥189.94 million in Q1 2025, down from ¥244.25 million in Q1 2024[25]. Shareholder Information - The total number of common shareholders at the end of the reporting period was 12,221[9]. - The largest shareholder, Ningbo Sichuang Venture Capital Partnership, holds 53.67% of the shares[9]. Operational Costs and Expenses - Total operating costs for Q1 2025 were ¥425.82 million, up 28% from ¥331.76 million in Q1 2024[19]. - Research and development expenses increased to ¥122.09 million in Q1 2025, compared to ¥105.18 million in Q1 2024, reflecting a 16% rise[19]. Asset Composition - The company's cash and cash equivalents were RMB 1,303,422,051.20, a decrease from RMB 1,459,628,936.50, representing a decline of approximately 10.7%[14]. - The accounts receivable increased to RMB 244,968,472.59 from RMB 172,607,389.96, showing a growth of around 42%[14]. - The company's inventory increased to RMB 177,101,383.39 from RMB 163,429,089.95, reflecting a growth of about 8.4%[14]. - The company's short-term borrowings increased significantly to RMB 307,989,164.93 from RMB 114,629,087.90, marking an increase of about 168%[16]. - The total non-current assets amounted to RMB 1,984,785,425.45, up from RMB 1,924,899,973.68, indicating an increase of approximately 3.12%[15].