证券代码：688588 证券简称：凌志软件 公告编号：2025-063 套资金暨关联交易预案〉及其摘要的议案》等与本次交易相关的议案，具体内容 详见公司于 2025 年 11 月 11 日在上海证券交易所网站（www.sse.com.cn）上披 露的《苏州工业园区凌志软件股份有限公司发行股份及支付现金购买资产并募集 配套资金暨关联交易预案》及相关公告。 经公司申请，公司股票（证券简称：凌志软件，证券代码：688588）于 2025 年 11 月 11 日（星期二）开市起复牌，具体内容详见公司于 2025 年 11 月 11 日 在上海证券交易所网站（www.sse.com.cn）上披露的《苏州工业园区凌志软件股 份有限公司关于披露发行股份及支付现金购买资产并募集配套资金暨关联交易 预案的一般风险提示暨公司股票复牌的公告》（公告编号：2025-061）。 截至本公告披露日，公司正与交易各方积极沟通交易方案，有序推进本次交 易相关工作。本次交易涉及资产的相关审计、评估等工作正在有序推进中，公司 后续将根据本次交易的进展情况，严格按照《重组管理办法》《上海证券交易所 上市公司自律监管指引第 6 号——重大资产重组》 ...

凌志软件公告称，拟通过发行股份及支付现金购买凯美瑞德100%股权并募集配套资金，预计构成重大 资产重组及关联交易，不构成重组上市，也不会导致控制权变更。公司股票于2025年10月28日开市起停 牌，不超10个交易日。11月10日，公司董事会审议通过相关预案，股票于11月11日开市起复牌。目前， 交易相关审计、评估等工作正有序推进，交易尚需多项审批，存在不确定性。 ...

Group 1 - Lingzhi Software's stock increased by 5.34%, reaching 15.19 CNY per share, with a trading volume of 31.42 million CNY and a turnover rate of 0.53%, resulting in a total market capitalization of 6.076 billion CNY [1] - The company, established on January 3, 2003, and listed on May 11, 2020, primarily provides customized software development services and application software solutions for the financial industry, with 95.72% of its revenue coming from software development services [1] Group 2 - Huabao Fund's Huabao CSI Financial Technology Theme ETF (159851) entered the top ten circulating shareholders of Lingzhi Software in the third quarter, holding 3.2832 million shares, which is 0.82% of the circulating shares, with an estimated floating profit of approximately 2.528 million CNY [2] - The Huabao CSI Financial Technology Theme ETF was established on March 4, 2021, with a latest scale of 12.319 billion CNY, achieving a year-to-date return of 13.83% and a one-year return of 10.78% [2]

Group 1 - Overseas institutions conducted research on 84 listed companies in the past 10 days, with Optoelectronics being the most focused, receiving attention from 58 overseas institutions [1] - A total of 437 companies were researched by institutions, with securities companies leading at 395, followed by fund companies at 301 [1] - The average stock price of companies researched by overseas institutions increased by 1.33% over the past 10 days, with the best performer being Huasheng Lithium with a cumulative increase of 121.01% [1] Group 2 - The second most researched company was BeiGene, which had 43 overseas institutions participating in its research [1] - Among the stocks that experienced price declines, Lingzhi Software had the largest drop at 14.58% [3] - The research highlighted various sectors, including power equipment, electronics, and machinery, with notable stock performances across these industries [1][2][3]

Group 1 - On November 17, a total of 12 companies were investigated by institutions, with 6 companies being focused on by funds, including Fuxiang Pharmaceutical, Lingzhi Software, and Fengyuan Co., Ltd. [1] - Fuxiang Pharmaceutical received the most attention, with 12 funds participating in its investigation, while Lingzhi Software and Fengyuan Co., Ltd. had 11 and 5 funds involved, respectively [1][2] - Among the companies investigated, there were 3 from the Shenzhen Main Board, 2 from the ChiNext Board, and 1 from the Sci-Tech Innovation Board [1] Group 2 - In terms of total market capitalization, 2 companies had a market value of less than 10 billion yuan, namely Lingzhi Software and Fengyuan Co., Ltd. [2] - Over the past 5 days, 4 of the investigated stocks increased in value, with Fuxiang Pharmaceutical and Fengyuan Co., Ltd. showing significant gains of 56.90% and 33.24%, respectively [2] - The stocks that experienced declines included Lingzhi Software and Huali Chuantong, with declines of 14.86% and 3.13%, respectively [2][3] Group 3 - The latest closing prices and 5-day price changes for the investigated companies are as follows: Fuxiang Pharmaceutical at 21.15 yuan (+56.90%), Lingzhi Software at 15.13 yuan (-14.86%), Fengyuan Co., Ltd. at 23.85 yuan (+33.24%), and Shiji Information at 10.03 yuan (+7.16%) [3] - The highest net inflow of funds over the past 5 days was seen in Fengyuan Co., Ltd. with 450 million yuan, followed by Guangdong Hongda and Shiji Information with net inflows of 186 million yuan and 94.91 million yuan, respectively [2]

Summary of the Conference Call on Camerit Software Company Overview - **Camerit Software** is a leading financial IT provider in China's capital markets, offering integrated management systems for banks and large brokerages, managing assets exceeding 70 trillion RMB and processing daily fund flows over 1.4 trillion RMB [2][7][30] - The company focuses on two main market directions: **self-controllable** systems and **digital transformation** [2][12] Key Points and Arguments - **Market Position**: Camerit is recognized as the top provider in the capital market trading system solutions, having been ranked first by both CCID and IDC for two consecutive years [2][14] - **Product Features**: The products support various financial assets including bond repos, foreign exchange, precious metals, and derivatives, covering the entire process from trading strategies to risk control and accounting [2][8] - **Strategic Acquisition**: The acquisition of Camerit by Linzhi Software is aimed at enhancing its financial software development capabilities and expanding its market presence in the domestic financial sector [3][30] - **Industry Demand**: There is a significant demand for replacing foreign systems in over 100 large financial institutions in China, creating a market opportunity worth hundreds of billions [4][15] - **Team Expertise**: Camerit’s team has extensive industry experience, with core members coming from top global financial institutions, enhancing its credibility and client trust [2][13] Additional Important Insights - **Global Trends**: The global market for comprehensive asset management systems has been dominated by European and American companies, with recent mergers indicating high value in such software solutions [9] - **Future Market Opportunities**: The company anticipates strong growth in three key areas: self-controllable systems, digital transformation, and the internationalization of the RMB, particularly in countries along the Belt and Road Initiative [20][21] - **Integration Plans**: Post-acquisition, the focus will be on integrating Camerit’s products into Linzhi’s existing client base and leveraging shared resources for enhanced market penetration [24][25] - **Technical Advantages**: Camerit’s products are fully self-developed with a 100% self-research ratio, utilizing a pure Java architecture, which differentiates it from competitors using C++ [17][26] Conclusion The conference call highlighted Camerit Software's strong market position, extensive product capabilities, and strategic growth opportunities through the acquisition by Linzhi Software. The focus on self-controllable systems and digital transformation aligns with national strategies, positioning the company for significant future growth in both domestic and international markets.

Core Points - Lingzhi Software's stock price decreased by 2.05% on November 14, trading at 15.74 yuan per share with a market capitalization of 6.296 billion yuan [1] - The company has seen a year-to-date stock price increase of 15.68%, but a decline of 8.70% over the last five trading days and 13.89% over the last twenty days [1] - For the period from January to September 2025, Lingzhi Software reported a revenue of 763 million yuan, a year-on-year decrease of 5.57%, and a net profit of 96.746 million yuan, down 21.87% year-on-year [2] Financial Performance - The company has distributed a total of 475 million yuan in dividends since its A-share listing, with 235 million yuan distributed over the last three years [3] - As of September 30, 2025, the number of shareholders increased by 14.67% to 19,900, while the average circulating shares per person decreased by 12.79% to 20,056 shares [2] Shareholder Composition - The sixth largest circulating shareholder is Hong Kong Central Clearing Limited, holding 7.9709 million shares as a new shareholder [3] - The seventh largest circulating shareholder is Huabao CSI Financial Technology Theme ETF, holding 3.2832 million shares, also a new shareholder [3] Business Overview - Lingzhi Software, established on January 3, 2003, specializes in providing customized software development services and application software solutions for the financial industry [1] - The company's main revenue sources include software development services (95.72%), domestic industry application software solutions (3.96%), and other supplementary services (0.31%) [1] - The company is categorized under the software development industry, focusing on vertical application software, and is associated with concepts such as domestic software, big data, Baidu concept, Xinchuang concept, and artificial intelligence [1]

Core Viewpoint - Lingzhi Software's proposed acquisition of leading domestic financial IT supplier Kaimiride is a significant asset restructuring plan aimed at creating a comprehensive fintech service ecosystem covering multi-tier capital markets, which is expected to substantially enhance the company's performance [1] Group 1: Company Overview - Kaimiride primarily provides software products and services in areas such as fund trading, risk management, liquidity management, digital transformation, and AIGC to over 100 domestic and international financial institutions, including major banks and non-bank financial entities [2] - The company's strong client base, which includes six major state-owned commercial banks and various other financial institutions, provides a solid foundation for sustained revenue growth [2] Group 2: Revenue Characteristics - Kaimiride's revenue recognition exhibits significant seasonality, with IT spending in the banking sector typically showing a "front-low, back-high" pattern, leading to higher revenue recognition in the fourth quarter [2][3] - Analysis of listed banking IT companies indicates that a substantial portion of annual revenue and net profit is concentrated in the fourth quarter, suggesting that investors should focus on annual performance rather than quarterly results [3] Group 3: Industry Trends - The banking IT sector is experiencing positive fundamentals, benefiting from the deepening of financial innovation and the accelerated digital transformation within the banking industry [3] - The ongoing advancements in artificial intelligence, particularly in deep learning and natural language processing, are driving innovation in the AIGC space, prompting Lingzhi Software to upgrade its AI strategy from application to ecosystem building [4] Group 4: Strategic Implications - The integration of Kaimiride is expected to enhance Lingzhi Software's product matrix across various systems in financial institutions, addressing the needs for self-control, digital transformation, and AI applications [4] - This acquisition is anticipated to create a more robust "AI+" ecosystem, potentially serving as a new growth engine for the company's high-quality development [4]

Market Overview - The software development sector experienced a decline of 1.4% on November 12, with Fangzhi Technology leading the drop [1] - The Shanghai Composite Index closed at 4000.14, down 0.07%, while the Shenzhen Component Index closed at 13240.62, down 0.36% [1] Top Performers - Anke Technology (600654) saw a significant increase of 10.00%, closing at 4.29, with a trading volume of 1.643 million shares and a transaction value of 690 million [1] - Yingfang Software (688435) rose by 8.61%, closing at 57.65, with a transaction value of 531 million [1] - Gaoweida (300465) increased by 6.49%, closing at 22.65, with a transaction value of 953 million [1] Underperformers - Fangzhi Technology (300235) experienced a sharp decline of 14.25%, closing at 14.20, with a trading volume of 374,200 shares and a transaction value of 553 million [2] - Caishi Information (688631) fell by 12.20%, closing at 66.80, with a transaction value of 409 million [2] - Lingzhi Software (688588) decreased by 10.27%, closing at 16.08, with a transaction value of 26.66 million [2] Capital Flow - The software development sector saw a net outflow of 4.136 billion from institutional investors, while retail investors contributed a net inflow of 3.6 billion [2] - The overall capital flow indicates a mixed sentiment, with institutional investors withdrawing funds while retail investors increased their positions [2] Individual Stock Capital Flow - Anke Technology had a net inflow of 206 million from institutional investors, while retail investors saw a net outflow of 103 million [3] - Gaoweida experienced a net inflow of 10.9 million from institutional investors, with retail investors also seeing a net outflow of 98.15 million [3] - Yingfang Software had a net inflow of 85.036 million from institutional investors, while retail investors faced a net outflow of 42.87 million [3]

Group 1 - The internet finance sector experienced a decline in the afternoon trading session on November 12, with notable drops in stock prices [2] - Lingzhi Software fell over 10%, while Dazhihui dropped more than 9% [2] - Other companies such as Zhinan Compass, Sichuan Wisdom, and Tianrongxin also saw significant declines [2]