上海英方软件股份有限公司 2025 年第二次临时股东大会会议资料 上海英方软件股份有限公司 2025 年第二次临时股东大会会议资料 股票简称：英方软件 股票代码：688435 2025 年 9 月 1 | | | 上海英方软件股份有限公司 2025 年第二次临时股东大会会议资料 2025 年第二次临时股东大会会议须知 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》、中国证监会《上市公司股东会规则》以及《上海英 方软件股份有限公司章程》《上海英方软件股份有限公司股东会议事规则》的相 关规定，上海英方软件股份有限公司（以下简称"公司"）特制定 2025 年第二 次临时股东大会会议须知： 一、为保证股东大会的严肃性和正常秩序，除出席会议的股东及股东代理人、 公司董事、监事、高管人员、聘任律师及董事会邀请的人员外，公司有权依法拒 绝其他无关人员进入会场。 二、为确认出席大会的股东或其代理人或其他出席者的出席资格，会议工作 人员将对出席会议者的身份进行必要的核对工作，请被核对者给予配合。 三、为保证本 ...

Core Viewpoint - The company, Yingfang Software, specializes in data replication software and services, focusing on compatibility with various platforms and contributing to the digital transformation across multiple industries [2][3][7]. Company Overview - Yingfang Software was established on August 12, 2011, and went public on January 19, 2023. The company is located in Shanghai and primarily offers data replication software, integrated hardware-software solutions, and related services [7]. - The revenue composition of the company includes 60.37% from software products, 20.57% from software-related services, 15.97% from integrated hardware-software products, and 3.09% from other sources [7]. Product and Technology - The company has developed proprietary data replication technologies, including dynamic file byte-level replication, database semantic-level replication, and volume block-level replication, which are essential for disaster recovery and data protection [2][3]. - Yingfang Software's products are compatible with various domestic and international software brands, including Huawei's Kunpeng chips and Euler operating system, and have been certified for use with GaussDB and openGauss [2][3]. Market Position - Yingfang Software is recognized as one of the top three suppliers in the domestic data replication and protection software market [3]. - The company's software products are widely used in financial institutions, including securities firms, banks, insurance companies, and asset management companies, as well as in government agencies and healthcare institutions [3]. Financial Performance - For the first half of 2025, Yingfang Software reported a revenue of 84.35 million yuan, representing a year-on-year growth of 0.93%. However, the net profit attributable to the parent company was -9.53 million yuan, showing a significant year-on-year increase of 55.35% in losses [8]. Market Activity - On September 4, the stock price of Yingfang Software decreased by 1.69%, with a trading volume of 56.54 million yuan and a market capitalization of 2.869 billion yuan [1]. - The company has experienced a net outflow of 2.25 million yuan from major investors, indicating a trend of reduced holdings over the past three days [4][5].

Core Viewpoint - The company, Yingfang Software, is experiencing a decline in stock price and trading volume, indicating potential challenges in the market despite its advancements in data replication technology and partnerships with major platforms like Huawei [1][4]. Company Overview - Yingfang Software, established on August 12, 2011, and listed on January 19, 2023, specializes in data replication software, integrated hardware-software solutions, and related services [7]. - The company's revenue composition includes 60.37% from software products, 20.57% from software-related services, 15.97% from integrated hardware-software products, and 3.09% from other sources [7]. Product and Technology - The company has developed proprietary data replication technologies, including dynamic file byte-level, database semantic-level, and volume layer block-level replication, which are compatible with various domestic and international software brands [2]. - Yingfang Software's products are primarily deployed on clients' data servers, focusing on disaster recovery and data security, making it one of the top three suppliers in the domestic data replication and protection software market [3]. Market Position and Performance - As of June 30, the company had 6,450 shareholders, a 1.90% increase from the previous period, with an average of 7,154 circulating shares per person, a decrease of 1.86% [8]. - For the first half of 2025, Yingfang Software reported a revenue of 84.35 million yuan, a year-on-year increase of 0.93%, while the net profit attributable to the parent company was -9.53 million yuan, reflecting a 55.35% year-on-year improvement [8]. Industry Context - Yingfang Software operates within the computer software development sector, specifically in horizontal general-purpose software, and is associated with concepts such as Huawei Kunpeng, small-cap stocks, data elements, information security, and the digital economy [8].

Financial Performance - The company reported total revenue of 84.35 million yuan for the first half of 2025, a year-on-year increase of 0.93% [1] - The net profit attributable to shareholders was -9.53 million yuan, showing a significant improvement of 55.35% compared to the previous year [1] - In Q2 2025, total revenue reached 51.54 million yuan, up 4.89% year-on-year, while net profit attributable to shareholders was 2.75 million yuan, an increase of 130.06% [1] Key Financial Ratios - The gross margin for the company was 84.8%, a decrease of 3.1% year-on-year, while the net margin improved to -11.29%, an increase of 55.76% [1] - The total of selling, administrative, and financial expenses was 39.65 million yuan, accounting for 47.01% of revenue, down 19.38% year-on-year [1] - The company’s earnings per share improved to -0.12 yuan, a 53.85% increase compared to the previous year [1] Balance Sheet Highlights - Cash and cash equivalents increased significantly to 493 million yuan, a rise of 78.87% year-on-year [1] - Accounts receivable stood at 223 million yuan, up 5.07% from the previous year, with accounts receivable representing 116.88% of total revenue [1] - Interest-bearing debt decreased to 1.62 million yuan, down 30.51% year-on-year [1] Investment Insights - The company has a median ROIC of 9.46% since its listing, indicating relatively good investment returns despite some years of poor performance [3] - The company has faced challenges with its business model, having recorded two years of losses since its IPO [3] - The cash flow situation is a concern, with the average operating cash flow over the past three years being negative [3] Fund Holdings - The largest fund holding the company’s shares is Guoxin Guozheng New Star A, with 90,000 shares held, while Huaxia Stable Growth Mixed A has recently entered the top ten holdings with 2,000 shares [4] - The Guoxin Guozheng New Star A fund has a current scale of 137 million yuan and has seen a 102.7% increase over the past year [4]

Core Insights - The company reported a total revenue of 84.35 million yuan for the first half of 2025, reflecting a year-on-year increase of 0.93% [1] - The net profit attributable to shareholders was -9.53 million yuan, showing a significant improvement of 55.35% compared to the previous year [1] - The second quarter revenue reached 51.54 million yuan, up 4.89% year-on-year, with a net profit of 2.75 million yuan, marking a 130.06% increase [1] Financial Performance - Total revenue for 2025 was 84.35 million yuan, compared to 83.57 million yuan in 2024, a growth of 0.93% [1] - The net profit attributable to shareholders improved from -21.34 million yuan in 2024 to -9.53 million yuan in 2025, a 55.35% increase [1] - The gross margin decreased to 84.8%, down 3.1% year-on-year, while the net margin improved to -11.29%, an increase of 55.76% [1] - Total expenses (selling, administrative, and financial) amounted to 39.65 million yuan, accounting for 47.01% of revenue, a decrease of 19.38% year-on-year [1] Cash Flow and Debt - The company reported a significant increase in cash and cash equivalents, rising by 78.87% to 493 million yuan [1] - Accounts receivable increased by 5.07% to 223 million yuan, with accounts receivable representing 116.88% of total revenue [1] - Interest-bearing debt decreased by 30.51% to 1.62 million yuan, indicating improved debt management [1] Shareholder Metrics - Earnings per share improved from -0.26 yuan in 2024 to -0.12 yuan in 2025, a 53.85% increase [1] - The net asset value per share slightly decreased to 13.22 yuan, down 1.46% year-on-year [1] - Operating cash flow per share improved to -0.38 yuan, a 32.11% increase compared to the previous year [1] Investment Insights - The company has shown a historical median ROIC of 9.46%, indicating reasonable investment returns despite some years of poor performance [4] - The company has faced challenges with cash flow, as indicated by a negative average operating cash flow over the past three years [4] - The largest fund holding the company's shares is Guoxin Guozheng New Star A, with a current scale of 137 million yuan and a recent one-year increase of 102.7% [5]

Core Viewpoint - The company has decided to cancel a total of 234,360 restricted stocks from its 2023 incentive plan, which were granted but not vested, due to various reasons including employee departures and unmet performance targets [1][3][5]. Group 1: Announcement Details - The company held board and supervisory meetings on August 27, 2025, to approve the cancellation of the restricted stocks [1][2]. - The total number of restricted stocks being canceled is 234,360, which includes stocks granted to 11 departed employees and stocks that did not meet performance criteria [3][4]. Group 2: Specifics of Canceled Stocks - The breakdown of the canceled stocks includes 57,100 stocks from departed employees, 299,520 stocks due to unmet performance targets, and 196,100 stocks that were not assigned to any recipients within the stipulated time [3][4]. - The remaining unvested restricted stocks after this cancellation will total 214,920 [5]. Group 3: Impact on the Company - The cancellation of these stocks is not expected to have a significant impact on the company's financial status or operational results, nor will it affect the stability of the management team or the continuation of the stock incentive plan [5][6]. Group 4: Legal Opinions - The company's legal counsel has confirmed that the cancellation of the restricted stocks has received the necessary approvals and complies with relevant laws and regulations [6].

Group 1 - The supervisory board of Shanghai Yingfang Software Co., Ltd. confirmed that the 2025 semi-annual report complies with relevant regulations and accurately reflects the company's situation [1][2] - The board approved the use and storage of raised funds, stating that there are no violations or changes in the use of funds that could harm shareholder interests [2][4] - The board agreed to cancel 234,360 restricted stocks from the 2023 incentive plan that were granted but not vested, due to various reasons including employee departures and unmet performance targets [2][3] Group 2 - The board recommended the reappointment of Tianjian Accounting Firm as the auditor for the 2025 fiscal year, citing their professionalism and diligence in the previous audit [3][4] - The board approved the postponement and internal restructuring of certain fundraising projects, confirming that these changes do not affect the implementation of the projects or harm shareholder interests [4]

Group 1 - The company will hold its second extraordinary general meeting of shareholders on September 15, 2025 [1][3] - Voting will be conducted through both on-site and online methods, with specific time slots for each [1][4] - The online voting system will be provided by the Shanghai Stock Exchange, allowing shareholders to vote from 9:15 AM to 3:00 PM on the meeting day [1][4] Group 2 - The agenda for the meeting includes the approval of several non-cumulative voting proposals, including the management system for fund occupation and the remuneration management system [2][3] - The proposals were previously approved by the company's board of directors on August 27, 2025 [2] - Shareholders must complete voting on all proposals before submission [4] Group 3 - Shareholders must register to attend the meeting, either in person or by appointing a proxy [5][6] - The registration deadline for mail submissions is September 10, 2025, and specific documentation is required for both individual and corporate shareholders [6] - The company will not accept telephone registrations [6]

Group 1 - The company has announced the cancellation of its supervisory board and the revision of its Articles of Association, which will be submitted for shareholder approval [2][3] - The decision to cancel the supervisory board is based on the revised Company Law of the People's Republic of China, allowing the board of directors to establish an audit committee to exercise the powers of the supervisory board [2][4] - The company aims to enhance its operational standards and compliance by revising its Articles of Association in accordance with relevant regulations [4] Group 2 - The company assures that the content of the announcement is truthful, accurate, and complete, and it will bear legal responsibility for any false statements or omissions [2] - The board of directors has convened a meeting to approve the proposals regarding the cancellation of the supervisory board and the related governance system revisions [2] - The company has not reported any significant changes in its operational situation or any major events that could impact its future operations during the reporting period [2]

Group 1 - The company plans to reappoint Tianjian Accounting Firm (Special General Partnership) as the auditor for the year 2025, pending approval at the second extraordinary general meeting of shareholders in 2025 [2][10][11] - The audit fee for 2025 is set at RMB 770,000, which is a decrease from the previous year's fee [8] - Tianjian Accounting Firm has a good investor protection capability, with a cumulative risk fund and professional insurance compensation limit exceeding RMB 200 million as of the end of 2024 [3] Group 2 - The audit committee and board of directors have both approved the proposal to reappoint Tianjian Accounting Firm, citing its ability to perform audits diligently and independently [9][10] - The firm has faced administrative penalties and self-regulatory measures in the past three years, but these do not affect its ability to perform audits for the company [7] - The project partner and signing registered accountants have relevant experience, with the lead partner having signed or reviewed 12 audit reports in the last three years [4][6] Group 3 - The company has announced the cancellation of 234,360 restricted stock options from the 2023 incentive plan, due to various reasons including the departure of employees and failure to meet performance targets [32][37] - The company has adjusted the internal investment structure of certain fundraising projects without changing the investment content or total amount, ensuring no adverse impact on project implementation [43][46] - The company will hold a second extraordinary general meeting of shareholders on September 15, 2025, to discuss various proposals including the reappointment of the auditor [53][54]