国浩律师（上海）事务所 关于 国泰新点软件股份有限公司 2023 年年度股东大会 之 法律意见书 二〇二四年五月 国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 关于国泰新点软件股份有限公司 2023 年年度股东大会之 法律意见书 国浩律师（上海）事务所 法律意见书 致：国泰新点软件股份有限公司 国浩律师（上海）事务所（以下简称"本所"）接受国泰新点软件股份有限公 司（以下简称"公司"）委托，指派李鹏律师、张强律师（以下简称"本所律师"） 出席公司 2023 年年度股东大会（以下简称"本次股东大会"）。本所律师根据《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》"）、《上市公司股东大会规则》（以下简称"《股东大会规则》"） 等法律、法规、部门规章和规范性文件以及《国泰新点软件股份有限公司章程》 （以下简称"《公司章程》"）的规定，就公司股东大会的召集与召开、出席会议 人员资格、召集人资格、会议表决程序和表决结果的合法性等有关法律问题出具 《国浩律师（上海）事务所关于国泰新点软件股份有限公司 2023 年年度股东大 会之法律意见书》（以下简称"本 ...

Investment Rating - The report maintains a "Buy" rating for the company, with a market price of 22.60 [15][17]. Core Insights - The company has faced challenges in its business operations, with a significant decline in revenue and net profit in 2023. The revenue for 2023 was 2,441 million yuan, down 13.56% year-on-year, and the net profit was 195 million yuan, down 66.00% year-on-year [2][15]. - Despite the current downturn, the company is focusing on enhancing its core competitiveness through product iteration and digital transformation in its procurement and government services sectors. The company has also made significant investments in R&D to support these initiatives [16][15]. - The report predicts a gradual recovery in revenue and profit from 2024 to 2026, with expected revenues of 23.08 billion yuan, 24.84 billion yuan, and 27.59 billion yuan respectively, and net profits of 1.85 billion yuan, 2.28 billion yuan, and 3.09 billion yuan [16][15]. Summary by Sections Financial Performance - In 2023, the company reported total revenue of 2,441 million yuan, a decrease of 13.56% from the previous year. The net profit was 195 million yuan, reflecting a 66.00% decline [2][15]. - The first quarter of 2024 showed a revenue of 294 million yuan, down 14.92% year-on-year, with a net loss of 52.64 million yuan [2][15]. Business Segments - **Procurement Business**: Revenue decreased by 16.38% to 1,022 million yuan in 2023. The company is enhancing its digital procurement processes and has added nearly 400 public resource trading projects [16][15]. - **Smart Government Services**: Revenue fell by 14.49% to 1,055 million yuan. The company is focusing on intelligent product development and data service transformation [16][15]. - **Digital Construction**: This segment saw a slight revenue decline of 2.63% to 358 million yuan, with ongoing upgrades to its digital construction platforms [16][15]. Future Outlook - The company anticipates a recovery in revenue and profitability, with projected revenues for 2024-2026 at 23.08 billion yuan, 24.84 billion yuan, and 27.59 billion yuan, respectively. Net profits are expected to be 1.85 billion yuan, 2.28 billion yuan, and 3.09 billion yuan [16][15].

证券代码：688232 证券简称：新点软件 公告编号：2024-024 国泰新点软件股份有限公司 关于以集中竞价交易方式回购公司股份的进展公告 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： | 回购方案首次披露日 | 2024/2/20，由董事长提议 | | | --- | --- | --- | | 回购方案实施期限 | 2024/2/19~2025/2/18 | | | 预计回购金额 | 10,000 万元 | 万元~20,000 | | 回购用途 | √用于员工持股计划或股权激励 | □减少注册资本 | | | | □用于转换公司可转债 | | | □为维护公司价值及股东权益 | | | 累计已回购股数 | 1,896,873 | 股 | | 累计已回购股数占总股本比例 | 0.57% | | | 累计已回购金额 | 4,317.82 | 万元 | | 实际回购价格区间 | 26.99 元/股 | 元/股~20.11 | 一、 回购股份的基本情况 截至 2024 年 4 月 30 日，公司通过集中竞价交 ...

Investment Rating - The report maintains a "Buy" rating for the company, expecting a price increase of over 15% in the next 6-12 months [33][27]. Core Insights - The company reported Q1 2024 revenue of 294 million RMB, a year-on-year decline of 14.92%. However, the net loss narrowed to 53 million RMB from 86 million RMB in the same period last year, indicating improved cost management and a reduction in employee numbers by 11.70% [1][6]. - The gross margin for Q1 2024 was 68.51%, an increase of 5.36 percentage points year-on-year, with total expenses decreasing by 15.30% [6]. - The company is focusing on increasing its B-end business revenue, with a 41% year-on-year growth in registered users for its app and a significant increase in transaction segments on its electronic trading platform [38]. Financial Performance Summary - For 2024, the company is projected to achieve revenues of 2.69 billion RMB, a growth of 10.26% year-on-year, and a net profit of 310 million RMB, representing a 59.18% increase [33][35]. - The earnings per share (EPS) are expected to be 0.94 RMB for 2024, with further growth anticipated in subsequent years [33][35]. - The company has shown a commitment to digital transformation, enhancing budget management and performance evaluation systems, which has led to significant cost control [6][38].

证券代码：688232 证券简称：新点软件 公告编号：2024-023 国泰新点软件股份有限公司 关于召开 2023 年度暨 2024 年第一季度业绩说明会的公告 本次业绩说明会以视频录播和网络互动的形式召开，公司将针对 2023 年度 及 2024 年第一季度的经营成果及财务指标的具体情况与投资者进行互动交流和 沟通，在信息披露允许的范围内就投资者普遍关注的问题进行回答。 二、说明会召开的时间、地点 （一）会议召开时间：2024 年 05 月 10 日（星期五）下午 15:00-16:30 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： 会议召开时间：2024 年 05 月 10 日（星期五）下午 15:00-16:30 会 议 召 开 地 点 ： 上 海 证 券 交 易 所 上 证 路 演 中 心 （ 网 址 ： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心视频录播和网络互动 投资者可于 2024 年 04 月 30 日(星期二)至 05 月 09 日(星期四) ...

Financial Performance - Basic earnings per share for Q1 2024 were -0.16 RMB, with diluted earnings per share also at -0.16 RMB[5] - Total operating revenue for Q1 2024 was CNY 294,018,546.40, a decrease of 14.9% compared to CNY 345,567,437.06 in Q1 2023[18] - Net profit for Q1 2024 was a loss of CNY 53,796,589.05, an improvement from a loss of CNY 85,551,104.78 in Q1 2023[18] - The net profit attributable to shareholders of the listed company was -$52,644,554.89, with a basic earnings per share of -0.16 yuan[27][20] - The total comprehensive income for the period was -$52,876,534.39, with a total comprehensive income attributable to shareholders of the parent company of -$52,644,554.89[27] - The net profit for Q1 2024 was -CNY 34,658,504.58, an improvement from -CNY 65,164,688.63 in Q1 2023[51] Assets and Liabilities - Total assets at the end of Q1 2024 were 6,494,387,098.93 RMB, a decrease of 4.53% from the end of the previous year[5] - Total assets decreased to CNY 6,494,387,098.93 in Q1 2024 from CNY 6,802,292,196.03 in Q1 2023, reflecting a decline of 4.5%[16] - Total liabilities decreased to CNY 945,346,768.46 in Q1 2024 from CNY 1,185,428,728.79 in Q1 2023, a reduction of 20.2%[16] - The total equity attributable to shareholders decreased to CNY 5,538,557,718.70 in Q1 2024 from CNY 5,612,148,875.97 in Q1 2023, a decline of 1.3%[16] - The company's total current assets decreased to ¥6,555,278,649.99 from ¥6,816,606,587.57, reflecting a reduction of about 3.83%[60] - The company’s total equity decreased to ¥5,408,500,342.19 from ¥5,464,105,449.15, reflecting a decrease of about 1.02%[62] Cash Flow - The net cash flow from operating activities was -$288,809,543.88, indicating significant cash outflow[27] - The net cash flow from operating activities in Q1 2024 was -CNY 288,809,543.88, an improvement from -CNY 354,341,480.90 in Q1 2023[45] - The company's cash and cash equivalents decreased from $258,527,349.29 at the end of 2023 to $133,694,520.66 by March 31, 2024[38] - The cash and cash equivalents at the end of Q1 2024 were CNY 131,398,181.68, down from CNY 367,176,516.45 at the end of Q1 2023[46] - The company reported a net cash inflow from investment activities of ¥183,633,361.62, up from ¥66,921,898.22 in the same period last year[65] - The company reported cash outflows from financing activities of -¥23,684,379.24, compared to -¥4,539,110.73 in the previous year, indicating an increase in cash outflows[65] Research and Development - Total R&D investment amounted to 113,654,804.19 RMB, representing 38.66% of operating revenue, an increase of 2.87 percentage points[5] - R&D investment remains a significant focus, constituting a substantial portion of operating revenue, reflecting the company's commitment to innovation[5] - R&D expenses in Q1 2024 amounted to CNY 113,654,804.19, a decrease of 8.1% from CNY 123,673,241.96 in Q1 2023[18] - Research and development expenses in Q1 2024 were CNY 76,974,581.15, down 8.3% from CNY 83,944,364.41 in Q1 2023[50] Shareholder Information - The equity attributable to shareholders of the listed company was 5,538,557,718.70 RMB, down 1.31% from the previous year[5] - The total number of ordinary shareholders at the end of the reporting period was 9,592[9] - The largest shareholder, Jiangsu Guotai International Trade Co., Ltd., held 62,083,643 shares, accounting for 18.81% of total shares[9] Operational Efficiency - The company's gross profit margin decreased to 58.8% in Q1 2024 from 53.1% in Q1 2023, reflecting a reduction in operating costs[50] - The total operating costs for Q1 2024 were CNY 396,175,309.83, down 17.9% from CNY 482,659,833.26 in Q1 2023[18] - The total operating expenses in Q1 2024 were CNY 318,153,000.12, a decrease of 15.5% from CNY 376,678,000.00 in Q1 2023[50] Inventory and Receivables - The inventory increased from $416,601,927.90 to $493,640,445.58, indicating a buildup of stock[38] - The accounts receivable decreased slightly from $1,430,413,234.26 to $1,336,458,087.64[38] - The company's accounts receivable decreased to ¥1,328,775,897.93 from ¥1,423,829,321.13, a decline of approximately 6.67%[60]

证券代码：688232 证券简称：新点软件 国泰新点软件股份有限公司 2023年年度股东大会 会 议 资 料 2024 年 5 月 国泰新点软件股份有限公司 2023 年年度股东大会会议资料 目 录 | 2023 | 年年度股东大会会议须知 | 2 | | | | --- | --- | --- | --- | --- | | 2023 | 年年度股东大会会议议程 | 4 | | | | 议案一：关于 | 2023 | 年度董事会工作报告的议案 | | 6 | | 议案二：关于 | 2023 | 年度监事会工作报告的议案 | | 10 | | 议案三：关于 | 2023 | 年度独立董事述职报告的议案 | | 13 | | 议案四：关于 | 2023 | 年年度报告及其摘要的议案 | | 14 | | 议案五：关于 | 2023 | 年年度利润分配方案的议案 | | 15 | | 议案六：关于 | 2023 年度财务决算报告及 | 2024 | 年度财务预算报告的议案 | 16 | | 议案七：关于确认 | 2023 | 年度董事薪酬的议案 | | 20 | | 议案八：关于确认 | 2023 | 年度监事薪 ...

Investment Rating - The report maintains a "Recommended" rating for the company with a target price of 27.6 yuan [1]. Core Views - The company's revenue for 2023 was 2.441 billion yuan, a year-on-year decrease of 13.56%, and the net profit attributable to shareholders was 195 million yuan, down 66% year-on-year [1]. - The company is facing significant challenges due to changes in the macroeconomic environment, leading to a decline in revenue and profit margins [1]. - The company is focusing on enhancing its mid and back-office capabilities to improve internal management efficiency [1]. Financial Performance Summary - In 2023, the company's revenue was 2.441 billion yuan, with a gross margin of 61.4%, down 4.6 percentage points from 2022 [1]. - The revenue for Q4 2023 was 1.063 billion yuan, a decrease of 13.28% year-on-year, with a net profit of 284 million yuan, down 27.96% year-on-year [1]. - The three main product lines—Smart Government, Smart Procurement, and Digital Construction—saw revenue declines of 14.49%, 16.38%, and 2.63% respectively [1]. Future Projections - Revenue projections for 2024, 2025, and 2026 are estimated at 2.645 billion yuan, 2.855 billion yuan, and 3.084 billion yuan respectively, with expected net profits of 304 million yuan, 314 million yuan, and 325 million yuan [1]. - The report anticipates a recovery in revenue growth starting in 2024, with a projected growth rate of 8.4% [1].

Investment Rating - The report maintains a "Buy" rating for the company [4][12]. Core Views - The company experienced a decline in revenue and net profit in 2023 due to fluctuations in downstream demand, but it is expected to recover as economic activities resume [12][14]. - The company is actively exploring AI and big data opportunities, which may open additional growth avenues [12][14]. - The company has a strong competitive advantage in the government and large state-owned enterprises sector, which is expected to drive future revenue growth [12][14]. Financial Forecast - The company’s projected revenues for 2024-2026 are 2.624 billion yuan (+7.5%), 2.986 billion yuan (+13.8%), and 3.576 billion yuan (+19.8%) respectively [4][33]. - The net profit attributable to the parent company is expected to be 268.92 million yuan (+38.1%), 393.24 million yuan (+46.2%), and 561.25 million yuan (+42.7%) for the same period [4][33]. - Earnings per share (EPS) are forecasted to be 0.81 yuan, 1.19 yuan, and 1.70 yuan for 2024, 2025, and 2026 respectively [4][33]. Business Segments - **Smart Procurement**: Revenue is expected to grow at rates of 7%, 10%, and 15% from 2024 to 2026, despite a short-term decline due to reduced government bidding [14][36]. - **Smart Government**: Anticipated order growth rates are 5%, 15%, and 20% for the same period, benefiting from the implementation of government big data policies [36]. - **Digital Construction**: Expected revenue growth rates are 5%, 10%, and 15% from 2024 to 2026, with an increase in software penetration in the industry [3][36].

Financial Performance - In 2023, the company achieved revenue of 2.441 billion CNY, a decrease of 13.56% year-on-year [1] - The net profit attributable to shareholders was 195 million CNY, down 66.00% year-on-year [1] - The gross profit margin was 61.40%, a decrease of 4.60 percentage points year-on-year [4] - The net profit margin was 7.98%, down 12.31 percentage points year-on-year [3] Business Segment Performance - The "Smart Procurement" segment generated revenue of 1.022 billion CNY, a decrease of 16.38% year-on-year, with procurement operation revenue at 365 million CNY, down 26.63% [1][2] - The "Smart Government" segment reported revenue of 1.055 billion CNY, a decrease of 14.49% year-on-year [2] - The "Digital Construction" segment achieved revenue of 358 million CNY, a decrease of 2.63% year-on-year, with cost software revenue accounting for 51.20% [3] Market Trends and Future Outlook - The company anticipates a recovery in the second half of the year based on active bidding indicators [2] - The government is focused on digital transformation, with significant progress expected in digital government construction by 2025 [2][3] - The company plans to enhance its market share in traditional business and explore new business models to increase B-end revenue [4] Operational Efficiency - The company reported a net cash flow from operating activities of 50.73 million CNY, with sales receipts matching revenue [4] - Management expenses increased to 7.59% of revenue, up 1.09 percentage points year-on-year [4] - The company has implemented measures to manage accounts receivable effectively, resulting in a favorable collection rate [7]