中国国际金融股份有限公司 关于 永安行科技股份有限公司 2025 年度向特定对象发行 A 股股票 之 发行保荐书 保荐机构 （北京市朝阳区建国门外大街 1 号国贸大厦 2 座 27 层及 28 层） 2025 年 9 月 永安行科技股份有限公司 发行保荐书 关于永安行科技股份有限公司 2025 年度向特定对象发行 A 股股票之发行保荐书 中国证券监督管理委员会、上海证券交易所： 永安行科技股份有限公司（以下简称"永安行"、"发行人"或"公司"）拟申请 向特定对象发行71,819,411股的人民币普通股（A股）股票（以下简称"本次证券发行"、 "本次发行"或"向特定对象发行 A 股股票"），并已聘请中国国际金融股份有限公司 （以下简称"中金公司"）作为本次证券发行的保荐机构（以下简称"保荐机构"或 "本机构"）。 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》"）、《证券发行上市保荐业务管理办法》（以下简称"《保 荐办法》"）、《上市公司证券发行注册管理办法》（以下简称"《注册管理办法》"）、《发 行证券的公司信息披露内容与格式准则第 27 号——发行保 ...

| 2.关于前次募投项目及本次融资规模 | 2 | | --- | --- | | 3.关于业务及经营情况 | 14 | | 5.关于财务性投资 | 131 | 关于永安行科技股份有限公司 向特定对象发行证券申请文件 关于永安行科技股份有限公司 向特定对象发行股票申请文件审核问询函中有 关财务会计问题的专项说明 容诚专字[2025]210Z0170 号 容诚会计师事务所(特殊普通合伙) 中国·北京 E-mail:bj@rsmchina.com.cn https//WWW.rsm.global/china/ 2.关于前次募投项目及本次融资规模 根据申报材料及公开资料，1）公司 2020 年公开发行可转债拟投入共享助力车智 能系统的设计及投放项目 73,648万元，税后全部投资回收期为 4.25年（含建设期 2年）， 税后投资内部收益率为 24.84%；截至 2025 年 4 月 30 日，投资进度为 64.18%。2）本 次募集资金不超过 8.4 亿元，拟全部用于补充流动资金。 请发行人说明：（1）公司前次募投项目进度较慢的具体原因，项目实施环境、可 行性是否发生较大变化，后续是否将继续实施该项目，尚未使用募集 ...

永安行科技股份有限公司 2025 年第三次临时股东会会议须知 为维护全体股东的合法利益，确保本次股东会能够依法行使职权，根据《中华人民共和国 公司法》《上市公司股东会规则》及本公司《章程》和《股东大会议事规则》的有关规定，特制 定本次股东会会议须知，望全体参会人员严格遵守并执行： 2 一、股东会召开过程中，参会股东或股东代理人（以下统称"股东"）应当以维护全体股东 的合法权益、确保大会正常秩序和议事效率为原则，认真履行法定职责。 永安行科技股份有限公司 2025 年第三次临时股东会会议文件 目 录 永安行科技股份有限公司 2025 年第三次临时股东会 会议文件 | 2025 | 年第三次临时股东会会议须知 3 | | --- | --- | | 2025 | 年第三次临时股东会会议议程 4 | | | 议案一：关于变更注册资本、经营范围暨修订《公司章程》的议案 5 | 2025 年 9 月 16 日 永安行科技股份有限公司 2025 年第三次临时股东会会议文件 永安行科技股份有限公司 二、参会股东依法享有发言权、质询权、表决权等各项权利。股东应认真履行法定义务， 自觉遵守大会纪律，不得侵犯其他股东的权益，以确 ...

Market Performance - The motorcycle and other sectors increased by 2.61% on September 5, with Huafang Racing leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Stock Performance - Huafang Racing (834058) saw a significant rise of 29.98%, closing at 48.52 with a trading volume of 68,000 shares and a turnover of 327 million yuan [1] - Taotao Vehicle (301345) increased by 8.22%, closing at 199.50 with a trading volume of 26,200 shares and a turnover of 514 million yuan [1] - Other notable performers include Jiang Kui General (603766) up 5.05%, Yong'an Xing (603776) up 4.38%, and Lvtong Technology (301322) up 3.59% [1] Capital Flow - The motorcycle and other sectors experienced a net inflow of 124 million yuan from main funds, while retail funds saw a net outflow of 106 million yuan [1] - Specific stocks like Aima Technology (603529) had a main fund net inflow of 56.95 million yuan, while retail funds showed a net outflow of 27.17 million yuan [2] - Jiang Xin General (603766) also had a main fund net inflow of 27.81 million yuan, with retail funds experiencing a net outflow of 17.87 million yuan [2]

Market Overview - On September 3, the motorcycle and other sectors fell by 0.9%, with Jiuyi Co. leading the decline [1] - The Shanghai Composite Index closed at 3813.56, down 1.16%, while the Shenzhen Component Index closed at 12472.0, down 0.65% [1] Stock Performance - Notable stock performances included: - Zhenghe Industrial: Closed at 46.80, up 1.83% with a trading volume of 31,600 shares and a turnover of 148 million yuan [1] - Taotao Vehicle: Closed at 187.20, up 1.07% with a trading volume of 15,800 shares [1] - Qianjiang Motorcycle: Closed at 16.89, up 0.84% with a trading volume of 154,700 shares and a turnover of 264 million yuan [1] - Jiuyi Co.: Closed at 69.83, up 0.47% with a trading volume of 185,800 shares and a turnover of 1.311 billion yuan [1] - Chuncheng Power: Closed at 262.50, down 0.89% with a trading volume of 11,000 shares [1] - Jiuyi Co. (Jiuyi Co. in another context): Closed at 18.92, down 6.57% with a trading volume of 121,700 shares and a turnover of 237 million yuan [2] Capital Flow - The motorcycle and other sectors saw a net inflow of 95.96 million yuan from main funds, while retail funds experienced a net outflow of 56.75 million yuan [2] - The capital flow for specific stocks included: - Jiuyi Co.: Main funds net inflow of 98.78 million yuan, retail funds net outflow of 51.21 million yuan [3] - Qianjiang Motorcycle: Main funds net inflow of 17.53 million yuan, retail funds net outflow of 32.57 million yuan [3] - Zhenghe Industrial: Main funds net inflow of 12.27 million yuan, retail funds net outflow of 10.68 million yuan [3]

Market Overview - On September 1, the motorcycle and other sectors rose by 0.83% compared to the previous trading day, with Yong'an Xing leading the gains [1] - The Shanghai Composite Index closed at 3875.53, up 0.46%, while the Shenzhen Component Index closed at 12828.95, up 1.05% [1] Stock Performance - Yong'an Xing (603776) closed at 21.30, with a gain of 5.92% and a trading volume of 116,900 shares, amounting to a transaction value of 248 million yuan [1] - Other notable performers included Zhonglu Co. (600818) with a 2.65% increase, Qianli Technology (601777) up by 2.37%, and Chunfeng Power (603129) rising by 1.99% [1] Fund Flow Analysis - The motorcycle and other sectors saw a net inflow of 113 million yuan from institutional investors, while retail investors experienced a net outflow of 25.32 million yuan [2] - The main stocks with significant net inflows included Qianli Technology with 105 million yuan and Jiuyuan Company with 70.22 million yuan [3] Individual Stock Insights - Qianli Technology (601777) had a net inflow of 105 million yuan from institutional investors, but retail investors showed a net outflow of 61.90 million yuan [3] - Jiuyuan Company (689009) experienced a net inflow of 70.22 million yuan from institutional investors, while retail investors had a net outflow of 1.29 million yuan [3]

Financial Performance - The company reported total revenue of 193 million yuan for the first half of 2025, a decrease of 21.29% year-on-year [1] - The net profit attributable to shareholders was -65.48 million yuan, representing a decline of 739.17% compared to the previous year [1] - In Q2 2025, total revenue was 110 million yuan, down 17.06% year-on-year, with a net profit of -40.85 million yuan, a decrease of 1452.46% [1] - The gross margin fell to 0.23%, a drop of 98.3% year-on-year, while the net margin was -33.16%, down 1067.29% [1] Financial Ratios and Metrics - The company's accounts receivable accounted for 86.55% of total revenue, indicating a significant reliance on credit [1] - Total expenses (selling, administrative, and financial) reached 38.72 million yuan, which is 20.05% of revenue, an increase of 26.29% year-on-year [1] - Earnings per share decreased to -0.27 yuan, a drop of 800.0% year-on-year, while operating cash flow per share was 0.14 yuan, down 47.34% [1] Historical Context - The company's historical median ROIC since its IPO is 20.03%, but the ROIC for the worst year, 2023, was -2.34%, indicating poor investment returns [3] - The company has reported losses in three out of seven annual reports since its listing, suggesting a fragile business model [3] - Despite recent poor performance, the company's cash assets are considered healthy, indicating some level of financial stability [3]

Core Points - The company, Yong'an Technology Co., Ltd., is set to hold a half-year performance briefing on September 9, 2025, to discuss its operational results and financial status for the first half of 2025 [3][4][6] - The company has reported a total fundraising amount of RMB 886.48 million from the issuance of convertible bonds, with a net amount of RMB 870 million after deducting issuance costs [51][28] - The company plans to increase its registered capital from RMB 240.60 million to RMB 280.76 million due to the conversion of bonds into shares [47][48] Financial Data - As of June 30, 2025, the company has invested RMB 62.25 million of the raised funds into relevant projects [31] - The company has a total of RMB 57.36 million directly invested in fundraising projects as of December 31, 2024 [29] - The company has approved the use of up to RMB 4 billion of idle fundraising and RMB 6 billion of its own funds for cash management [50][52] Shareholder Meeting - The third extraordinary general meeting of shareholders for 2025 is scheduled for September 16, 2025, with both on-site and online voting options available [66][68] - The meeting will address various proposals that have already been reviewed and approved by the board of directors [69] Management and Governance - The board of directors and the supervisory board have confirmed the accuracy and completeness of the half-year report and related documents [1][18] - The company has established a three-party supervision agreement for the management of raised funds to ensure compliance with regulations [30]

Core Viewpoint - Yong'anxing (603776) reported a significant increase in losses for the first half of 2025, indicating financial challenges for the company [1] Financial Performance - In the first half of 2025, Yong'anxing achieved operating revenue of approximately 193 million yuan, a year-on-year decrease of 21.29% [1] - The net profit attributable to shareholders for the same period was approximately -65.48 million yuan, representing a substantial increase in losses compared to -7.80 million yuan in the same period last year [1]

Group 1 - The company, Yong'anxing, announced on August 28 that its fifth board meeting was held on August 27, 2025, combining in-person and remote voting methods [1] - The meeting reviewed the proposal regarding the company's 2025 semi-annual report in full and summary [1] Group 2 - The news highlights a significant medical advancement with the world's first successful transplantation of gene-edited pig lungs into humans, raising questions about the timeline for clinical applications [1]