证券代码：688159 证券简称：有方科技 深圳市有方科技股份有限公司 Shenzhen Neoway Technology Co.,Ltd （深圳市龙华区民治街道北站社区汇德大厦 1 号楼 4401 室） 2023 年度向特定对象发行 A 股股票 募集说明书 （申报稿） 保荐机构（主承销商） （浙江省杭州市西湖区天目山路 198 号财通双冠大厦西楼） 二〇二三年八月 1-1-1 深圳市有方科技股份有限公司 募集说明书（申报稿） 声 明 本公司及全体董事、监事、高级管理人员承诺本募集说明书及其他信息披露 资料不存在虚假记载、误导性陈述或重大遗漏，并对其真实性、准确性、完整性 承担相应的法律责任。 本公司控股股东、实际控制人承诺本募集说明书及其他信息披露资料不存在 虚假记载、误导性陈述或重大遗漏，并对其真实性、准确性、完整性承担相应的 法律责任。 公司负责人、主管会计工作负责人及会计机构负责人保证募集说明书中财务 会计资料真实、完整。 中国证监会、证券交易所对本次发行所作的任何决定或意见，均不表明其对 注册申请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其对 本公司的盈利能力、投资价值或者对投资者 ...

关于深圳市有方科技股份有限公司向特定对象发行股票申请文件的审核问询函的回复报告 股票简称：有方科技 股票代码：688159 关于深圳市有方科技股份有限公司 向特定对象发行股票申请文件的 审核问询函的回复报告 （修订稿） 保荐机构（主承销商） （浙江省杭州市西湖区天目山路 198 号财通双冠大厦西楼） 二〇二三年八月 关于深圳市有方科技股份有限公司向特定对象发行股票申请文件的审核问询函的回复报告 上海证券交易所： 贵所于 2023 年 6 月 21 日出具的《关于深圳市有方科技股份有限公司向特 定对象发行股票申请文件的审核问询函》（上证科审（再融资）[2023]148 号） （以下简称"问询函"）已收悉。深圳市有方科技股份有限公司（以下简称 "有方科技"、"发行人"、"公司"）与财通证券股份有限公司（以下简称 "保荐机构"）、北京德恒律师事务所（以下简称"发行人律师"）、信永中 和会计师事务所（特殊普通合伙）（以下简称"申报会计师"）等相关方对问 询函所列问题进行了逐项核查，同时按照问询函的要求对《深圳市有方科技股 份有限公司 2023 年度向特定对象发行 A 股股票募集说明书》（以下简称"募 集说明书"）进行 ...

财通证券股份有限公司 关于深圳市有方科技股份有限公司 2023 年度向特定对象发行 A 股股票 之 发行保荐书 保荐人（主承销商） （住所：杭州市西湖区天目山路 198 号财通双冠大厦西楼） 声 明 财通证券股份有限公司（以下简称"财通证券""保荐机构"或"保荐人"） 接受深圳市有方科技股份有限公司（以下简称"有方科技""公司"或"发行人"） 的委托，担任其 2023 年度向特定对象发行 A 股股票（以下简称"本次发行"） 的保荐机构。 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》"）、《上市公司证券发行注册管理办 法》（以下简称"《注册管理办法》"）、《证券发行上市保荐业务管理办法》 （以下简称"《保荐业务管理办法》"）、《保荐人尽职调查工作准则》和《发 行证券的公司信息披露内容与格式准则第 27 号—发行保荐书和发行保荐工作报 告》等有关法律、行政法规和中国证券监督管理委员会（以下简称"中国证监会"）、 上海证券交易所的规定，保荐人及其保荐代表人诚实守信、勤勉尽责，严格按照 制订的业务规则、行业执业规范和道德准则出具本发行保荐书，并保证所出具文 ...

证券代码：688159 证券简称：有方科技 公告编号：2023-083 深圳市有方科技股份有限公司 关于对外投资进展的自愿性披露公告 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、准确性和完整性依法承担法律责任。 深圳市有方科技股份有限公司（以下简称"公司"）经总经理办 公会审议通过了《关于签订战略合作协议暨拟设立合资公司的议案》， 同意公司与柏科数据技术（深圳）股份有限公司（以下简称"柏科数 据"）及深圳市朗科投资有限公司（以下简称"朗科投资"）共同出资 设立合资公司深圳市有方存储科技有限公司（以下简称合资公司或有 方存储）。具体内容详见公司于 2023 年 7 月 18 日在上海证券交易所 网站披露的《有方科技：关于签订战略合作协议暨拟设立合资公司的 自愿性披露公告》（公告编号:2023-081）。 公司今日收到通知，有方存储已完成工商注册登记手续，并取得 了深圳市市场监督管理局核发的营业执照，相关登记信息具体如下： 企业名称：深圳市有方存储科技有限公司 统一社会信用代码：91440300MACR952846 类型：有限责任公司 住所：深圳市龙华区民 ...

证券代码：688159 证券简称：有方科技 公告编号：2023-065 深圳市有方科技股份有限公司 关于参加 2022 年度暨 2023 年第一季度软件专场集 体业绩说明会的公告 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。 深圳市有方科技股份有限公司（以下简称"公司"）已于 2023 年 4 月 28 日发布公司 2022 年度报告和 2023 年第一季度报告，为便于 广大投资者更全面深入地了解公司 2022 年度和 2023 年第一季度的 经营成果、财务状况、发展理念以及公司对 2022 年度分红事项的说 明，公司参与了由上海证券交易所主办的 2022 年度暨 2023 年第一季 度软件专场集体业绩说明会，此次活动将采用视频和网络文字互动的 方 式 举 行 ， 投 资 者 可 登 录 上 海 证 券 交 易 所 上 证 路 演 中 心 重要内容提示： 会议召开方式：视频和线上文字互动 视频和线上文字互动平台：上海证券交易所上证路演中心 （http://roadshow.sseinfo.com/） 会议线上交流时间： ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥187,984,219.17, representing a year-on-year increase of 28.07%[3] - The net profit attributable to shareholders was a loss of ¥19,553,651.85, with a decrease of ¥13,238,000 compared to the same period last year[7] - The net cash flow from operating activities was a negative ¥92,085,369.03, reflecting a decline of 478.79% year-on-year[3] - Total operating revenue for Q1 2023 was ¥187,984,219.17, an increase of 27.9% compared to ¥146,785,887.64 in Q1 2022[18] - Net loss for Q1 2023 was ¥19,885,660.30, compared to a net loss of ¥6,624,926.27 in Q1 2022, representing an increase in loss of 200.5%[20] - Basic and diluted earnings per share for Q1 2023 were both -¥0.21, compared to -¥0.07 in Q1 2022[20] Cash Flow - Cash inflow from operating activities in Q1 2023 was ¥179,579,006.38, down 15.3% from ¥212,024,832.09 in Q1 2022[21] - Cash paid for purchasing goods and services in Q1 2023 was ¥223,032,424.67, an increase of 47.6% compared to ¥150,969,346.15 in Q1 2022[21] - The net cash flow from operating activities was -$92.09 million, a significant decline compared to a positive cash flow of $24.31 million in the same period last year[23] - Total cash outflow from operating activities amounted to $271.66 million, up from $187.71 million year-over-year[23] - Cash paid to employees increased to $25.52 million from $22.61 million, reflecting a year-over-year growth of approximately 8.4%[23] - Cash paid for taxes rose to $2.20 million, up from $1.22 million, indicating an increase of about 80.3%[23] - Cash paid for other operating activities was $20.92 million, compared to $12.91 million, marking a year-over-year increase of approximately 62%[23] Assets and Liabilities - Total assets at the end of the reporting period were ¥1,376,574,848.84, showing a slight increase of 0.69% from the end of the previous year[4] - The company's cash and cash equivalents decreased to CNY 215,888,016.25 from CNY 226,955,130.34, representing a decline of about 4.7%[14] - Accounts receivable stood at CNY 375,897,291.79, slightly down from CNY 377,816,144.08, indicating a decrease of approximately 0.5%[14] - Inventory decreased to CNY 183,853,682.41 from CNY 200,821,264.58, showing a reduction of about 8.5%[15] - Short-term borrowings increased significantly to CNY 316,535,431.24 from CNY 225,225,525.82, marking an increase of approximately 40.5%[15] - Total liabilities as of Q1 2023 were ¥619,544,967.69, an increase from ¥590,791,155.47 in Q1 2022[18] - Total equity attributable to shareholders was ¥754,335,845.47 in Q1 2023, down from ¥773,889,497.32 in Q1 2022[18] - Non-current liabilities totaled ¥8,162,978.77 in Q1 2023, a decrease from ¥10,628,233.79 in Q1 2022[18] Research and Development - Research and development expenses totaled ¥26,683,506.23, accounting for 14.19% of operating revenue, a decrease of 1.96 percentage points compared to the previous year[4] - The company reported a significant increase in research and development expenses, totaling ¥18,615,855.49 in Q1 2023, compared to ¥17,320,901.36 in Q1 2022[18] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 6,226[10] - The top shareholder, Shenzhen Jisri Investment Development Co., Ltd., holds 23.61% of the shares[10] Other Information - The company reported a non-recurring gain of ¥3,241,667.54 from government subsidies related to normal business operations[6] - The weighted average return on net assets was -2.56%[4] - The company has not disclosed any new product developments or technological advancements during this reporting period[13] - There were no significant mergers or acquisitions reported in the first quarter of 2023[13] - The company has not provided specific future guidance or market expansion strategies in the current report[13]

Financial Performance - In 2022, the company's operating revenue decreased due to reduced demand for wireless communication modules, resulting in a year-on-year decline [4]. - The overall gross margin slightly decreased year-on-year due to market competition and changes in revenue structure [4]. - The company reported a net loss for the year, attributed to increased impairment losses [4]. - The company has not achieved profitability since its listing [4]. - The company's operating revenue for 2022 was approximately ¥839.58 million, a decrease of 18.05% compared to ¥1,024.56 million in 2021 [21]. - The net profit attributable to shareholders was a loss of approximately ¥56.93 million, representing a decline of 339.11% from a loss of ¥12.96 million in the previous year [21]. - The company's total assets decreased by 8.99% to approximately ¥1.37 billion from ¥1.50 billion in 2021 [21]. - The net assets attributable to shareholders decreased by 7.04% to approximately ¥773.89 million from ¥832.47 million in 2021 [21]. - The company reported a net loss of approximately ¥43.96 million due to decreased revenue and increased impairment losses [24]. - The company's revenue decreased by 18.05% year-on-year, and net profit attributable to shareholders dropped by 339.11% due to reduced income from the domestic power and financial payment sectors and a decline in gross margin [74]. Research and Development - Research and development expenses accounted for 12.64% of operating revenue, an increase of 3.49 percentage points from 9.15% in 2021 [22]. - R&D investment for the year was 106.09 million yuan, an increase of 13.17%, accounting for 12.64% of operating revenue [34]. - The company applied for 65 patents and 9 software copyrights during the reporting period, totaling 103 patents and 112 software copyrights by the end of the period [37]. - R&D personnel accounted for 63.85% of the total workforce, with 348 employees dedicated to R&D [37]. - The company has developed over ten core application technologies, including low-power rapid networking technology for NB-IoT and software-defined standardized access technology for IoT devices [55]. - The company is actively developing multiple projects, including 5G wireless communication modules and solutions, with a total expected investment of 22.21 million yuan [65]. - The company has implemented a strict R&D management system and continuously optimizes its integrated product development (IPD) project management [48]. Market Expansion and Strategy - The company expanded its overseas power market, increasing module deliveries to the Eurasian region [34]. - The company achieved significant market expansion in the overseas power industry, collaborating with well-known clients in India, Europe, the Middle East, and Southeast Asia, with Cat-M modules being commercially used in Europe [40]. - The company is actively expanding its overseas market presence, particularly in Europe, Asia, and the Middle East, with leading market shares in countries like Saudi Arabia and India [50]. - The company is focusing on the integration of 5G technology with AI, big data, and cloud computing, which is expected to drive new IoT application demands in sectors like smart healthcare and intelligent driving [53]. - The company is expanding into new fields such as urban IoT perception and overseas electric power and vehicle networking markets, expecting significant revenue growth in 2023 [187]. Corporate Governance and Compliance - The board of directors proposed not to distribute cash dividends or conduct capital reserve transfers to increase share capital for the 2022 fiscal year [5]. - The company is focused on enhancing its governance and compliance, responding to previous regulatory criticisms by implementing corrective measures and improving financial management practices [42]. - The company received a criticism notice from the Shanghai Stock Exchange for inaccurate disclosure of performance forecasts and reports in 2021 [174]. - The Shenzhen Securities Regulatory Bureau issued a corrective measure decision to the company on September 7, 2021, regarding issues in corporate governance and internal controls [173]. - The company has committed to improving operational compliance and enhancing financial management systems following regulatory feedback [175]. Risks and Challenges - There are significant risks related to a substantial decline in performance or losses, as detailed in the management discussion and analysis section [4]. - The company faces risks related to the potential loss of core technical personnel and the leakage of proprietary technology [75]. - The company is experiencing longer payment cycles from major clients, which could pressure cash flow management and operational efficiency [79]. - The company faced risks related to chip shortages, which could negatively impact future operating performance if the situation recurs [77]. - The company relies heavily on imported chips, primarily from foreign manufacturers, which poses risks related to international trade tensions and supply chain disruptions [78]. Sales and Revenue Model - The company’s sales model primarily relies on direct sales, supplemented by distribution, while actively promoting service operation models in urban IoT perception [39]. - The company primarily utilizes a direct sales model complemented by a distribution model, focusing on large clients and responding to the needs of small and medium-sized customers in the IoT sector [47]. - Direct sales revenue decreased by 33.50%, while distribution revenue increased by 78.02%, indicating a shift in sales strategy towards overseas markets [93]. Future Outlook - The company expects a significant increase in orders in Q1 2023, indicating a potential recovery in performance in Q2 2023 [74]. - The company provided a forward guidance of 10% revenue growth for the next fiscal year, projecting revenues of approximately $1.32 billion [149]. - Future guidance indicates a projected revenue growth of approximately 20% for the next fiscal year [158]. - The company plans to enhance its financial management systems to ensure compliance with regulatory standards [146].

2022 年第三季度报告 证券代码：688159 证券简称：有方科技 深圳市有方科技股份有限公司 2022 年第三季度报告 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、准确性和完整性依法承担法律责任。 重要内容提示： 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整， 不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证季度报告中财务 信息的真实、准确、完整。 第三季度财务报表是否经审计 □是 √否 一、 主要财务数据 (一)主要会计数据和财务指标 单位：元 币种：人民币 | 经营活动产生的现金流 | 不适用 | 不适用 | 28,892,440.31 | | 不适用 | | --- | --- | --- | --- | --- | --- | | 量净额 | | | | | | | 基本每股收益（元/ | -0.10 | -225.00 | -0.26 | 不适用 | | | 股） | | | | | | | 稀释每股收益（元/ | -0 ...

Financial Performance - In the first half of 2022, the company's operating revenue decreased compared to the same period last year, while the gross profit margin improved year-on-year[4]. - The net profit showed a slight increase year-on-year but still recorded a small loss[4]. - The company's operating revenue decreased by 14.84% year-on-year, amounting to approximately ¥351.20 million, primarily due to the impact of the pandemic and delayed demand in the smart energy sector[20]. - The net profit attributable to shareholders increased by 14.19% year-on-year, reaching approximately -¥14.88 million, while the net profit excluding non-recurring gains and losses increased by 4.92% to approximately -¥22.18 million[21]. - The net cash flow from operating activities improved significantly, increasing by 166.51% year-on-year to approximately ¥58.46 million, attributed to enhanced collection of accounts receivable[20]. - The company's revenue for the first half of 2022 was CNY 351.20 million, a year-on-year decrease of 14.84%[60]. - The net profit was a loss of CNY 14.99 million, a year-on-year change of -13.55%[60]. - Revenue from the smart energy sector decreased by 39.17% due to delays in project implementation caused by domestic COVID-19 and changes in power standards[61]. - The connected vehicle sector saw a revenue increase of 57.05%, driven by higher demand in both domestic and overseas markets[62]. Research and Development - The company's R&D expenditure accounted for 13.80% of operating revenue, an increase of 3.10 percentage points compared to the previous year[20]. - The company invested CNY 48.47 million in R&D during the reporting period, representing a year-on-year increase of 9.83% and accounting for 13.80% of total revenue[44]. - The company applied for 34 patents during the reporting period, bringing the total to 325 patents, of which 170 have been granted[44]. - The company’s R&D focus includes enhancing the reliability and adaptability of wireless communication modules for diverse application scenarios[40]. - The R&D team has a strong background in wireless communication, with an average of over 15 years of industry experience among core team members[58]. - The company launched several new products, including high-performance low-power smart modules and a new generation Cat.1 module for various applications[64]. Market and Industry Trends - The global IoT market is projected to reach $4 trillion by 2025, with a compound annual growth rate of 16.22% over the next decade[27]. - The enterprise IoT spending is expected to grow at a compound annual growth rate of 22.0%, reaching $525 billion by 2027[28]. - The company is focused on the smart energy sector, which includes significant investments in smart grid infrastructure, with an estimated total investment of nearly ¥3 trillion during the 14th Five-Year Plan period[29]. - The company aims to leverage the growing demand for distributed photovoltaic power generation, with an expected annual new capacity of 70-90 GW during the 14th Five-Year Plan period[29]. - The global smart gas meter market size reached approximately $7.62 billion in 2020, an increase of 35.35% from 2015, and is projected to grow at a CAGR of 6.3% to around $10.9 billion from 2021 to 2026[30]. - The Chinese vehicle networking market is forecasted to grow at a CAGR of about 20.07% from 2021 to 2025, reaching $89.8 billion, with user scale expected to grow at a CAGR of approximately 30.04% to 273 million vehicles by 2025[31]. Corporate Governance and Compliance - The company has not proposed any profit distribution plan or capital reserve transfer to increase share capital during this reporting period[5]. - The company has not violated decision-making procedures for providing guarantees[6]. - The company emphasizes the importance of forward-looking statements and advises investors to be aware of investment risks[5]. - The company has not disclosed any significant changes in its corporate governance structure during the reporting period[90]. - The company has not faced any administrative penalties related to environmental issues[98]. - The company has committed to avoiding related party transactions and ensuring that any unavoidable transactions are conducted on fair and reasonable terms[128]. Shareholder and Equity Management - The company will maintain a cash dividend policy of at least 10% of the distributable profit for the year, with an increase in cash dividend levels expected in the first two accounting years following the issuance[113]. - The company will ensure compliance with the Shanghai Stock Exchange's reduction rules when reducing shares[110]. - The company has committed to not transferring or entrusting the management of its publicly issued shares for twelve months from the date of listing[108]. - The company will notify four trading days prior to any share reduction and will announce it three trading days before the reduction[110]. - The company has established a plan to stabilize the stock price, which will be activated under specific conditions[118]. - The company will publicly disclose any failure to fulfill commitments made during the IPO process and apologize to shareholders[122]. Financial Stability and Risks - Total assets decreased by 5.64% year-on-year to approximately ¥1.42 billion, primarily due to a reduction in accounts receivable[21]. - The company faces risks related to potential performance declines due to ongoing COVID-19 impacts and chip shortages affecting product delivery[68]. - The company is exposed to risks from potential changes in rebate policies from chip manufacturers, which could significantly impact operating performance[71]. - The company is at risk of losing core technical personnel, which could adversely affect product development and market position[72]. - The company reported a significant loss due to historical related party transactions, with a commitment to compensate for any losses incurred by the company and minority shareholders[128].

Financial Performance - The company's operating revenue for 2021 saw a significant year-on-year increase, recovering from the impacts of the COVID-19 pandemic[4]. - The company's operating revenue for 2021 was approximately ¥1.025 billion, representing a year-on-year increase of 78.61%[20]. - The net profit attributable to shareholders was approximately -¥12.96 million, an improvement of 82.73% compared to the previous year[20]. - The net profit for the year was a loss of CNY 13.97 million, a year-on-year improvement of 81.38%[33]. - The total revenue for the company was 1,125.60 million, showing a growth of 350.77 million or 38.7% year-over-year[60]. - The company reported a significant increase in revenue, achieving a total of $500 million for the fiscal year, representing a 25% year-over-year growth[166]. Dividend and Capital Management - The board has proposed not to distribute cash dividends or increase capital reserves through stock issuance for the 2021 fiscal year[5]. - The company did not propose a cash dividend for 2021, citing significant revenue growth but challenges in profitability due to semiconductor shortages[188]. - The company confirmed a total of RMB 257.56 million in share-based payment expenses for the reporting period[196]. Research and Development - Research and development expenses accounted for 9.15% of operating revenue, a decrease of 6.09 percentage points compared to the previous year[22]. - The company applied for 60 patents and 7 software copyrights during the reporting period, with a 167% increase in patents granted compared to 2020[36]. - The company is focusing on R&D in IoT wireless communication modules and solutions, catering to diverse industry needs and ensuring product reliability and adaptability[41]. - The total R&D investment for the year amounts to 9,374.16 million, with a significant focus on IoT applications and solutions[73]. - The company is enhancing its R&D capabilities and has invested in new equipment and software platforms to support growth[80]. Market Expansion and Product Development - The company expanded its revenue streams by entering new application areas such as financial payment and smart education, contributing to significant revenue growth[23]. - The company plans to continue its market expansion and product development in the smart energy sector, which has shown strong demand recovery[23]. - The company is actively developing 5G modules and solutions, but risks exist if it fails to meet market demands for new products[83]. - The company aims to enhance its market presence through new product development and strategic partnerships in the IoT sector[72]. - The company is focusing on expanding its market presence in smart energy and industrial internet sectors, with specific projects aimed at smart cities and vehicle networking[64]. Operational Challenges - The company has disclosed risks related to significant performance declines or losses in its management discussion section[4]. - The company faced challenges with long payment cycles from major clients in the power industry, impacting cash flow management[23]. - The company is exposed to risks from intensified industry competition and potential impacts from U.S.-China trade tensions[90]. - The company faces risks related to semiconductor chip shortages, which have impacted order fulfillment, especially in the high-end vehicle networking market[84]. Governance and Compliance - The company is undergoing continuous improvements in governance and internal controls following a regulatory inspection by the Shenzhen Securities Regulatory Bureau[40]. - The company received a corrective measure decision from the Shenzhen Securities Regulatory Bureau on September 7, 2021, due to issues in corporate governance, internal control, and accounting[171]. - The company emphasizes the importance of improving corporate governance and internal control systems as per the regulatory requirements[171]. Employee and Management - The company granted 6.41 million shares of restricted stock to 156 employees as part of its 2021 incentive plan, aiming to motivate and retain talent[39]. - The company has implemented a platform-based approach to R&D projects, outsourcing some testing and certification work to improve efficiency[77]. - The company has established a compensation incentive mechanism based on quarterly assessments and annual performance results to attract and retain talent[186]. Future Outlook - The company provided guidance for 2022, expecting revenue to reach between 1.7 billion and 1.8 billion, indicating a growth rate of approximately 13% to 20%[161]. - The company anticipates maintaining high revenue growth in 2022, focusing on market opportunities in digital cities and overseas vehicle networking[188]. - The company plans to enhance its offerings in the high-end automotive IoT market with products like smart OBD and AI dash cameras[149].