国浩律师（上海）事务所 关于 国泰新点软件股份有限公司 2024 年年度股东大会 之 法律意见书 二〇二五年五月 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 2024 年年度股东大会之 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 2024 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》"）、《上市公司股东会规则》（以下简称"《股东会规 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 2024 年年 度股东大会之法律意见书》（以下简称"本法律意见书"）。 为出具本法律意见书，本 ...

Core Viewpoint - The announcement details the upcoming listing and circulation of 156,519,248 restricted shares of Guotai Xindian Software Co., Ltd., which will be available for trading starting May 19, 2025, following an extended lock-up period due to specific commitments made by shareholders [1][2][5]. Summary by Sections Listing Details - The total number of shares to be listed is 156,519,248, representing 47.43% of the company's total share capital [2][12]. - The original lock-up period was 36 months from the date of the company's initial public offering, which has been extended by 6 months due to the fulfillment of certain conditions, making the new lock-up expiration date May 16, 2025 [2][5]. Shareholder Commitments - Shareholders, including Jiangsu Guotai International Trade Co., Ltd., have committed not to transfer or delegate management of their shares for 36 months post-listing, with an automatic extension of 6 months if certain conditions are met [3][4]. - Specific commitments include that any share reduction must not occur below the original issuance price, and if the market price falls below this, the difference will be deducted from future dividends [3][8]. Changes in Share Capital - Since the formation of the restricted shares, there have been no changes in the company's share capital due to profit distribution or capital reserve transfers [2][12]. - The company has maintained compliance with relevant laws and regulations regarding the issuance and circulation of shares [12][14]. Verification by Intermediaries - The underwriting institution, Guotai Haitong Securities Co., Ltd., has confirmed that the shareholders have adhered to their commitments regarding the restricted shares, and the listing and circulation of these shares comply with applicable laws and regulations [12][14]. Additional Information - The listing date for the restricted shares is set for May 19, 2025, as May 17 is a non-trading day [2][13]. - A detailed list of shareholders holding restricted shares and their respective amounts is provided, confirming that all shares will be released from restriction on the specified date [13][14].

证券代码：688232 证券简称：新点软件 公告编号：2025-023 国泰新点软件股份有限公司 首次公开发行部分限售股上市流通公告 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。 重要内容提示： 本次股票上市类型为首发限售股份；股票认购方式为网下，上市股数为 156,519,248股。 本次股票上市流通总数为156,519,248股。 本次股票上市流通日期为2025 年 5 月 19 日（因 2025 年 5 月 17 日为非交 易日，故顺延至下一交易日）。 一、本次上市流通的限售股类型 经中国证券监督管理委员会于 2021 年 9 月 22 日出具的《关于同意国泰新点 软件股份有限公司首次公开发行股票注册的批复》（证监许可[2021]3092 号）同 意，公司首次向社会公众公开发行人民币普通股（A 股）股票 8,250 万股，并于 2021 年 11 月 17 日在上海证券交易所科创板上市。首次公开发行 A 股后公司总股 本为 33,000 万股，其中有限售条件流通股 26,284.9310 万股，占本公司发行后总 股 ...

一、本次上市流通的限售股类型 经中国证券监督管理委员会于 2021 年 9 月 22 日出具的《关于同意国泰新点 软件股份有限公司首次公开发行股票注册的批复》（证监许可[2021]3092 号）同 意，公司首次向社会公众公开发行人民币普通股（A 股）股票 8,250 万股，并于 2021 年 11 月 17 日在上海证券交易所科创板上市。首次公开发行 A 股后公司总 股本为 33,000 万股，其中有限售条件流通股 26,284.9310 万股，占本公司发行后 总股本的 79.65%，无限售条件流通股 6,715.0690 万股，占本公司发行后总股本 的 20.35%。 本次上市流通的限售股为公司首次公开发行部分限售股，对应限售股股东数 量 6 名，对应限售股数量为 156,519,248 股，占公司股本总数的 47.43%。上述股 份原锁定期为自公司股票上市之日起 36 个月，因触发延长股份锁定期的承诺履 行条件，锁定期延长 6 个月至 2025 年 5 月 16 日。现锁定期即将届满，该部分限 售股将于 2025 年 5 月 19 日起上市流通。 1 国泰海通证券股份有限公司 关于国泰新点软件股份有限公司 ...

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]

Investment Rating - The report maintains a "Recommended" rating for the company, indicating a positive outlook based on its potential benefits from future fiscal policy initiatives [4][6]. Core Insights - The company reported a revenue of 277 million yuan in Q1 2025, a year-on-year decline of 5.94%, but the net loss decreased to 40 million yuan from 53 million yuan in the same period last year, showing improved profitability [1]. - The company has launched three significant AI products, including a government service model and an intelligent seat product, which have demonstrated substantial efficiency improvements in public service operations [2][3]. - The political bureau meeting emphasized the importance of AI development, suggesting that the government IT sector may experience a turning point due to increased focus on AI innovation [3]. Financial Performance Summary - The company is projected to achieve net profits of 278 million, 341 million, and 412 million yuan for the years 2025, 2026, and 2027, respectively, with corresponding PE ratios of 39, 32, and 26 [4][5]. - Revenue is expected to grow from 2.35 billion yuan in 2025 to 3.46 billion yuan in 2027, reflecting a compound annual growth rate of approximately 22.5% [5][10]. - The company has maintained effective cost control, with sales, management, and R&D expenses decreasing by 23%, 3%, and 12% year-on-year in Q1 2025 [1].

Summary of the Conference Call for New Point Software Company Overview - **Company**: New Point Software - **Industry**: Software and AI solutions for government and construction sectors Key Points and Arguments Financial Performance - In Q1 2025, New Point Software reported revenue of 277 million yuan, a year-on-year decline of 5.94% [3] - Net profit attributable to shareholders was 41 million yuan, an increase of 23.2% year-on-year, with losses narrowing by approximately 12 million yuan [3] - The company experienced declines across various business segments: Smart Finance down 7.47%, Smart Government down 2.83%, and Digital Construction down 7.59% [3] - Despite the declines, overall conditions are gradually improving, with orders recovering [2][3] Cost Management and Profitability - The company achieved a 10.13% year-on-year reduction in operating expenses, leading to a continuous improvement in net profit margin [2][5] - The internal target for gross profit growth from orders is set at 30% [7] - The company anticipates a positive revenue turnaround for the full year, with rapid profit growth and sustained profit margin improvement [7][8] AI Developments - New Point Software has made significant progress in AI, launching the AI model product "Trading Brain" to empower the entire process of government procurement [2][6] - AI-driven customer service upgrades have improved service accuracy and reduced costs [2][6] - The company has developed various AI applications, including intelligent evaluation assistants and procurement document preparation tools, enhancing digital transformation for state-owned enterprises [6][10] Market Trends and Customer Engagement - Government IT spending is showing slight recovery, but overall budget growth remains cautious [22] - Government clients are increasingly pragmatic, focusing on immediate results and showing reluctance towards large-scale investments in traditional systems [23] - The company is expanding its target customer base from large projects to small and medium-sized clients, increasing market reach [26][27] Data Governance and Management - New Point Software has implemented a systematic public data collection and governance strategy, collaborating with local governments for data governance projects [19] - The company is focusing on procurement data, regulatory data, and supply chain management in the manufacturing sector [19] SaaS Business Growth - The maintenance service revenue growth rate has increased significantly, reaching 20% in Q1 2025, with government service revenue accounting for 40% of total revenue [31] - The market potential for SaaS applications is estimated to be between 1 billion to 2 billion yuan, with ongoing efforts to enhance service offerings [31] Future Outlook - The company aims to leverage AI to enhance the quality of government services and governance, addressing existing bottlenecks [25] - New Point Software is committed to achieving a turnaround in revenue and profit levels despite uncertainties in project acceptance cycles [8][9] Additional Important Insights - The company is focusing on improving cash flow management and has established a dedicated accounts receivable management department to enhance collection efficiency [28] - AI's impact on the company's business model is significant, leading to the creation of numerous SaaS payment application scenarios [13] - The integration of AI technology is expected to transform the entire landscape of government services, with interactive intelligent agents potentially replacing traditional service platforms [32][33]

Investment Rating - The report maintains an "Outperform" rating for the company [1] Core Insights - The company has shown signs of profit improvement, with AI initiatives beginning to yield results [1] - The company reported a total revenue of 2.146 billion yuan in 2024, a year-on-year decrease of 12.1%, but a net profit attributable to shareholders of 204 million yuan, reflecting a 4.9% increase year-on-year [6][5] - The company is focusing on AI integration in its operations, particularly in smart procurement and government services [6] Financial Data and Earnings Forecast - Total revenue projections for 2025, 2026, and 2027 are 2.285 billion yuan, 2.512 billion yuan, and 2.918 billion yuan respectively, with expected growth rates of 6.4%, 9.9%, and 16.2% [5][6] - The net profit attributable to shareholders is forecasted to be 270 million yuan in 2025, 345 million yuan in 2026, and 425 million yuan in 2027, with growth rates of 32.0%, 27.8%, and 23.3% respectively [5][6] - The company’s gross margin for 2024 was stable at 61.2%, with a slight year-on-year decrease of 0.2 percentage points [6] Business Operations - The company’s SaaS-based procurement operations generated 388 million yuan in revenue in 2024, marking a year-on-year increase of 6.3% [6] - The company has been actively expanding its digital procurement platform, adding 102 new zones in 2024, a 20% increase year-on-year [6] - The company has secured a government AI project, indicating a growing presence in the AI sector [6]

Investment Rating - The report maintains a "Recommended" rating for key companies in the AI+ government sector, including XinDian Software, BoSi Software, TaxFriend, and others [5][6]. Core Insights - The introduction of "AI+ Government Assistant" in Shenzhen has sparked widespread interest, with multiple regions launching AI government projects. The implementation of the DeepSeek model has improved overall efficiency by at least 20% in various administrative tasks [1][10]. - The AI-enabled government IT systems cover multiple vertical scenarios, including procurement, finance, and taxation, indicating significant potential for cost savings and efficiency improvements [2][14]. - The AI applications in government services, such as the "DeepXiao i" assistant, have shown a 90% accuracy rate in responding to public inquiries, significantly outperforming traditional methods [3][12]. Summary by Sections AI+ Government Applications - The report highlights the rapid deployment of AI projects across various government sectors, with Shenzhen leading the way. The DeepSeek model has been integrated into 240 real-world scenarios, enhancing work efficiency [10][11]. - The digital transformation of government services is projected to grow, with AI playing a crucial role in improving operational efficiency and service delivery [14][17]. Investment Recommendations - The report suggests focusing on the AI+ government industry chain, which includes companies like XinDian Software, BoSi Software, and TaxFriend, as well as the government cloud and integrated machine industry chain [40][41]. - The potential market for AI in government services is vast, covering procurement, finance, taxation, and judicial sectors, with significant opportunities for cost reduction and efficiency gains [40][41]. Key Company Forecasts - The report provides earnings per share (EPS) forecasts for key companies, indicating growth potential. For instance, XinDian Software is projected to have an EPS of 0.63 yuan in 2024, with a PE ratio of 54 [5][6]. - The report emphasizes the importance of AI in enhancing the capabilities of financial and procurement systems, with companies like BoSi Software and ZhongKe JiangNan integrating AI into their operations [24][28].

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 2024年年度股东大会 会 议 资 料 2025 年 5 月 | 2024 年年度股东大会会议须知 . | | --- | | 2024 年年度股东大会会议议程 . | | 议案一:关于 关于 2024 年度董事会工作报告的议案 6 | | 议案二:关于 2024 年度监事会工作报告的议案 . | | 议案三:关于 2024年度独立董事述职报告的议案 . | | 议案四:关于 2024 年年度报告及其摘要的议案 15 | | 议案五:关于 2024 年年度利润分配方案的议案 . | | 议案六:关于确认 2024年度董事薪酬的议案 . | | 议案七:关于确认 2024年度监事薪酬的议案 . | 国泰新点软件股份有限公司 2024 年年度股东大会会议资料 国泰新点软件股份有限公司 2024 年年度股东大会会议须知 为维护国泰新点软件股份有限公司（以下简称"公司"）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 ...