上海安硕信息技术股份 有限公司 审 计 报 告 大信审字[2025] 第 4-00325 号 大信会计师事务所（特殊普通合伙） WUYIGE CERTIFIED PUBLIC ACCOUNTANTS LLP. 6-1-1 大信会计师事务所 北京市海淀区知春路 1 号 学院国际大厦 22 层 2206 邮编 100083 WUYIGE Certified Public Accountants.LLP Room 2206 22/F,Xueyuan International Tower No.1 Zhichun Road,Haidian Dist. Beijing,China,100083 电话 Telephone：+86（10）82330558 传真 Fax： +86（10）82327668 网址 Internet： www.daxincpa.com.cn 审计报告 大信审字[2025]第 4-00325 号 上海安硕信息技术股份有限公司全体股东： 一、审计意见 我们审计了上海安硕信息技术股份有限公司（以下简称"贵公司"）的财务报表，包括 2024 年 12 月 31 日的合并及母公司资产负债表，2024 年度 ...

北京德恒律师事务所 关于 上海安硕信息技术股份有限公司 向特定对象发行股票的 法律意见书 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话:010-52682888 传真:010-52682999 邮编:100033 | 第一节 | 引言 7 | | --- | --- | | | 一、律师事务所及律师简介 7 | | | 二、制作《律师工作报告》和《法律意见》的工作过程 8 | | 第二节 | 正 文 10 | | | 一、本次发行的批准和授权 10 | | | 二、本次发行的主体资格 10 | | | 三、本次发行的实质条件 10 | | | 四、发行人的设立 13 | | | 五、发行人的独立性 14 | | | 六、发行人的主要股东及实际控制人 15 | | | 七、发行人的股本及其演变 15 | | | 八、发行人的业务 16 | | | 九、关联交易及同业竞争 19 | | | 十、发行人的主要财产 24 | | | 十一、发行人的重大债权债务 27 | | | 十二、发行人重大资产变化及收购兼并 28 | | | 十三、发行人报告期内的章程制定与修改 28 | | | 十四、发行人股 ...

华福证券有限责任公司 关于 上海安硕信息技术股份有限公司 2025 年度向特定对象发行 A 股股票 并在创业板上市 之 上市保荐书 保荐机构（主承销商） （住址：福建省福州市鼓楼区鼓屏路 27 号 上海安硕信息技术股份有限公司 向特定对象发行 A 股股票并在创业板上市之上市保荐书 声 明 华福证券有限责任公司（以下简称"华福证券"、"保荐机构"或"本保荐 机构"）及其保荐代表人陈灿雄、沈羽珂根据《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"《保荐管理办法》"）等有关法律、法规和中国证券 监督管理委员会（以下简称"中国证监会"）的有关规定以及深圳证券交易所（以 下简称"深交所"）的有关业务规则，诚实守信，勤勉尽责，严格按照依法制定 的业务规则和行业自律规范出具本上市保荐书，并保证上市保荐书的真实、准确、 完整。 如无特别说明，本上市保荐书中所涉简称与《上海安硕信息技术股份有限公 司 2025 年度向特定对象发行 A 股股票募集说明书》一致。 ...

华福证券有限责任公司 关于 上海安硕信息技术股份有限公司 2025 年度向特定对象发行 A 股股票 并在创业板上市 之 发行保荐书 保荐机构（主承销商） （住址：福建省福州市鼓楼区鼓屏路 27 号 1#楼 3 层、4 层、5 层） 二〇二五年十月 上海安硕信息技术股份有限公司 向特定对象发行 A 股股票并在创业板上市之发行保荐书 声明 上海安硕信息技术股份有限公司 向特定对象发行 A 股股票并在创业板上市之发行保荐书 第一节 本次证券发行基本情况 一、保荐机构项目人员情况 本保荐机构及保荐代表人根据《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"《保荐管理办法》"）等有关法律、行政 法规和中国证券监督管理委员会及深圳证券交易所的规定，诚实守信，勤勉尽责， 严格按照依法制订的业务规则、行业执业规范和道德准则出具本发行保荐书，并 保证所出具文件的真实性、准确性和完整性。 如无特别说明，本发行保荐书中所涉简称与《上海安硕信息技术股份有限公 司 2 ...

Group 1 - The importance of storytelling for financing parties is emphasized, as a compelling narrative can bridge the information asymmetry between investors and companies, providing insights into the company's history, current status, and achievements [1] - A good story can evoke empathy from investors, making them more likely to invest or increase the company's valuation. The narrative should include the company's vision and be presented in an engaging manner to showcase its vitality [1] - Storytelling enhances trustworthiness; research indicates that storytelling can increase empathy and trust towards the storyteller, making it a crucial skill for financing parties [1] Group 2 - Investors must possess the ability to understand and discern the credibility of the stories presented by financing parties. They are responsible for assessing the potential returns and risks of their investments [2] - When faced with uplifting narratives, investors should critically evaluate the story's plausibility and identify any inconsistencies or weaknesses that could impact potential returns [2] Group 3 - Anshuo Information's narrative centered around "Internet Finance" led to a significant stock price increase, with a rise of 703% from January 1 to May 13, 2015, despite the company's modest revenue and profit levels [3][4] - The company claimed to be entering the Internet finance sector through various services, including small loan cloud services and credit risk management solutions, despite limited actual progress in these areas [4][5] - Ultimately, the company's stock price plummeted over 90% after the China Securities Regulatory Commission initiated an investigation, revealing that the majority of its income was still derived from traditional software outsourcing rather than the touted Internet finance services [5] Group 4 - The narrative surrounding the white wine industry in 2012 suggested a decline in market interest, but the reality showed sustained growth of over 10% annually, highlighting the need for investors to critically assess pessimistic stories [8]

Core Viewpoint - The financial IT sector is experiencing a rise in market capitalization driven by trends in cross-border payments, stablecoins, and artificial intelligence, despite the lack of significant performance improvements in earnings among major companies [1][5]. Market Capitalization and Performance - Ten representative companies in the financial IT sector have shown varying degrees of market capitalization growth, with Runhe Software at approximately 48 billion yuan, significantly higher than its peers [2]. - Among these companies, only five reported positive net profits, and only four achieved profit growth in the first half of 2025 [1][2]. Revenue and Growth Rates - Nantian Information and Shenzhou Information led in revenue, reaching approximately 4.566 billion yuan and 4.405 billion yuan, with year-on-year growth rates of 16.76% and 7.88% respectively [2]. - Other companies reported revenues ranging from 31.1 million yuan to 1.736 billion yuan, with three companies experiencing negative growth: Yuxin Technology (-4.89%), Changliang Technology (-5.75%), and Kelong Software (-38.05%) [2]. Profitability Metrics - Yuxin Technology reported a net profit of 220 million yuan, a year-on-year increase of 35.26%, while the remaining profitable companies had net profits below 100 million yuan [3]. - The highest gross margin was reported by Yuxin Technology at 34.53%, with other companies like Changliang Technology and Kelong Software also exceeding 30% [3]. Research and Development Investment - Anshuo Information had the highest R&D expense ratio at 14.14%, with several other companies exceeding 10% [3]. Return on Equity (ROE) - Among the ten companies, five had a positive ROE, with Yuxin Technology leading at 5.11% [4]. Industry Challenges - The financial IT market is characterized by limited capacity and intense competition, with large financial institutions having self-sufficiency, which reduces demand for products and services from smaller companies [5]. - Long payment cycles and project durations are common issues affecting profitability across the industry [6]. Losses and Financial Strain - Shenzhou Information reported the largest loss at 96 million yuan, attributed to increased overdue receivables and related impairment provisions [7]. - Nantian Information's loss was due to intensified market competition and declining gross margins [7]. AI and International Expansion - Companies are increasingly leveraging AI technology to enhance efficiency and reduce costs, with several firms reporting successful AI product implementations [8]. - International markets are being targeted for growth, with companies like Kelong Software and Changliang Technology expanding their presence in Southeast Asia [9][10].

Group 1 - The core viewpoint of the news is that Anshuo Information's stock price has declined by 5.01% to 52.00 CNY per share, with a trading volume of 579 million CNY and a turnover rate of 8.60%, resulting in a total market capitalization of 7.199 billion CNY [1] - Anshuo Information, established on September 25, 2001, and listed on January 28, 2014, provides integrated IT solutions in credit asset management and risk management primarily for financial institutions, with revenue composition as follows: 71.09% from credit management systems, 10.71% from non-bank financial institutions and other systems, 10.12% from data warehousing and business intelligence systems, and 8.09% from risk management systems [1] Group 2 - Among the top ten circulating shareholders of Anshuo Information, Huabao Fund's Huabao CSI Financial Technology Theme ETF (159851) increased its holdings by 35,200 shares in the second quarter, now holding 695,100 shares, which accounts for 0.55% of the circulating shares [2] - The Huabao CSI Financial Technology Theme ETF (159851) was established on March 4, 2021, with a latest scale of 5.731 billion CNY, achieving a year-to-date return of 35.59% and ranking 1348 out of 4222 in its category; over the past year, it has returned 164.2%, ranking 10 out of 3804; since inception, it has returned 94.08% [2] Group 3 - The fund managers of Huabao CSI Financial Technology Theme ETF are Chen Jianhua and Cao Xucheng, with Chen having a cumulative tenure of 12 years and 274 days, managing a total fund size of 15.533 billion CNY, achieving a best fund return of 166.95% and a worst return of -49.65% during his tenure; Cao has a tenure of 120 days, managing a total fund size of 22.062 billion CNY, with a best return of 89.32% and a worst return of 13.01% [3]

Core Viewpoint - The company's stock price fluctuations are influenced by various factors in the secondary market, and it emphasizes its commitment to information disclosure and core business operations [2] Group 1 - The company responded to investor inquiries on September 9, indicating that stock price volatility is affected by multiple factors in the secondary market [2] - The company strictly adheres to its information disclosure obligations [2] - The company is focused on maintaining its core business operations [2]

Company Overview - Shanghai Anshuo Information Technology Co., Ltd. was established on September 25, 2001, and went public on January 28, 2014. The company provides integrated IT solutions in credit asset management and risk management primarily to financial institutions, especially banks [2] - The revenue composition of the company includes: 71.09% from credit management systems, 10.71% from non-bank financial institutions and other systems, 10.12% from data warehousing and business intelligence systems, and 8.09% from risk management systems [2] - The company is classified under the SW industry as Computer-Software Development-Vertical Application Software and is associated with concepts such as domestic software, DeepSeek, Xinchuang, Huawei Harmony, and Baidu [2] Financial Performance - For the first half of 2025, the company achieved a revenue of 380 million yuan, representing a year-on-year growth of 14.48%. The net profit attributable to the parent company was 11.88 million yuan, showing a significant year-on-year increase of 182.65% [2] - Since its A-share listing, the company has distributed a total of 112 million yuan in dividends, with 6.92 million yuan distributed over the past three years [3] Stock Performance - As of September 3, the company's stock price was 52.37 yuan per share, with a market capitalization of 7.25 billion yuan. The stock has increased by 11.00% year-to-date but has seen a decline of 8.22% over the last five trading days [1] - The company has appeared on the trading leaderboard twice this year, with the most recent occurrence on March 14, where it recorded a net buy of 119 million yuan [1] - The number of shareholders as of June 30 was 34,900, a decrease of 12.76% from the previous period, while the average circulating shares per person increased by 14.62% to 3,647 shares [2][3] Institutional Holdings - As of June 30, 2025, Hong Kong Central Clearing Limited was the fourth largest circulating shareholder with 1.0007 million shares, marking its entry as a new shareholder. Huabao CSI Financial Technology Theme ETF ranked fifth with 695,100 shares, an increase of 35,200 shares from the previous period [3]

Group 1 - The company announced that its second extraordinary general meeting of shareholders for 2025 was held on September 1, 2025 [2] - The meeting approved the proposal regarding the company's compliance with the conditions for issuing A-shares to specific targets [2]