针对问询，直真科技在回复中表示，研发费用资本化金额较高主要因本次募投覆盖多个产品线升级与平 台研发，相比以往单一产品研发投入更大，且符合企业会计准则中关于资本化的条件。公司强调已建立 严格的研发管理制度和资本化确认流程，部分项目虽尚未进入开发阶段，但基于前期技术预研和试点反 馈，认定未来满足资本化条件具有合理性。关于人员扩张，公司解释称新增研发人员将专注于自智网 络、算力调度等新方向，与传统研发任务所需技能不同，属结构性调整而非简单规模增加。 此外，直真科技承认运营商当前处于降本增效周期，但指出在算力网络、家庭终端等新兴领域仍存在迫 切需求。公司透露已与部分客户达成合作意向，包括省级运营商和地方政府算力中心项目，并签署若干 合同，为募投产品提供初步市场验证。 南方财经9月28日电，直真科技(003007.SZ)近期因定向增发收到深交所第二轮问询函，其中重点关注三 大问题：研发费用资本化、人员结构变动及收入预测合理性。据披露，公司本次募投项目中的研发费用 资本化金额显著高于以往水平，引发监管对其资本化政策是否符合会计准则的质疑。此外，直真科技近 年研发人员数量持续减少，报告期内从569人降至465人，但募投计划 ...

Core Viewpoint - Puling Software (300996) has responded to the Shenzhen Stock Exchange's inquiry regarding its application for issuing convertible bonds, providing detailed explanations on key issues such as the capitalization of R&D expenses for its fundraising projects [1][4]. Group 1: Capitalization of R&D Expenses - The capitalization rate for the current fundraising project's R&D expenses is 83.33%, which is higher than the company's existing similar projects' capitalization rate of 64.94% [1]. - The company attributes the high capitalization rate to the solid foundation laid by previous fundraising projects and ongoing technological accumulation, resulting in a lower proportion of expenses being capitalized [1][2]. - The estimated capitalized expenses amount to 12,985.20 million yuan, while the expensed amount is 2,597.04 million yuan, indicating a significant investment in R&D [1]. Group 2: Project Characteristics and Comparisons - The current fundraising project differs from existing similar projects in several aspects, including increased site investment due to the company's office space rental adjustments [2]. - The project requires different personnel positions and levels, leading to variations in average monthly salaries among staff [2]. - The project has a shorter capitalization timeline compared to similar projects, benefiting from sufficient technical reserves and favorable conditions such as customer prospects and policy support [2][3]. Group 3: Product Application and Market Potential - The domestic ERP functional expansion project aims to achieve a smooth migration from Oracle EBS, focusing on financial and energy sectors for domestic replacements and supply chain management [3]. - The project includes a series of products for intelligent financial risk control, leveraging the latest regulatory policies and AI models to enhance existing XBRL products for financial institutions [3]. - The cloud platform upgrade project aims to enhance the existing platform's intelligence, serving as a technical foundation for the company's software product development [3]. Group 4: Validation and Compliance - The sponsor and the issuer's accountant have verified that the basis for the capitalization rate calculation is reasonable and compliant with relevant requirements [4]. - The project conditions, including technology, customer base, talent, and policy support, are considered favorable, justifying the higher capitalization rate compared to existing similar projects [4].

Core Viewpoint - Recently, the company Haisco (002653.SZ) responded to the Shenzhen Stock Exchange's inquiry regarding its plan to issue shares to specific investors, addressing concerns about its 1.365 billion yuan fundraising plan, including issues related to performance volatility and high dividends followed by immediate fundraising [1][2]. Financial Performance - In 2023 and 2024, Haisco's cash dividends reached 223 million yuan and 464 million yuan, accounting for 75.5% and 117.31% of the net profit attributable to shareholders, respectively [2]. - The company has maintained a high cash dividend ratio over the past decade, emphasizing its commitment to sharing operational results with investors [2][3]. - The average cash dividend as a percentage of net profit from 2022 to 2024 was 70.97%, which the company claims aligns with its profitability and cash flow [6]. Shareholder Structure - Haisco exhibits a highly concentrated ownership structure, with the top three shareholders benefiting significantly from the dividends [3][7]. - As of March 2025, the actual voting rights controlled by the three major shareholders amounted to 73.27%, with one shareholder expected to hold 40.11% after the dissolution of the joint action agreement [7]. R&D Expenditure - Haisco's R&D investment remained between 900 million and 1 billion yuan annually from 2022 to 2024, but the capitalization ratio of R&D expenses was notably high, at 53.39%, 40.98%, and 37.65% for the respective years [8]. - Compared to peers like Heng Rui Medicine and En Hua Pharmaceutical, Haisco's R&D capitalization ratio was significantly higher, raising regulatory concerns [8]. Production Capacity - Haisco's revenue growth has not translated into stable net profits, with non-recurring net profits fluctuating significantly, influenced by government subsidies [11]. - The company reported low production capacity utilization rates, with large volume injection products operating at 35%-55% and small volume injections and tablets below 30% [12]. - The company plans to use the proceeds from the fundraising to support six new drug R&D projects and to supplement working capital, which it believes will enhance production capacity utilization [13].

Group 1: Marketing Reform and Sales Efficiency - The company initiated a direct sales reform pilot in 9 provinces starting in 2022, achieving significant results with steady profit growth in these areas. The reform has now been completed in 15 provinces, positively impacting sales efficiency and profitability [1] - The marketing reform introduced new performance metrics such as per capita efficiency and store efficiency, moving away from solely focusing on growth rates. This aims to motivate sales personnel and align their income with company performance through potential stock incentive plans [1] - The company is focusing on optimizing product structure and pricing systems while nurturing major product lines and deepening relationships with key national customers [2] Group 2: Sales Expense Management - The company is continuously working on optimizing sales expense ratios through various strategies, including deepening marketing system reforms and transitioning from a large package model to a direct sales model [2] - A market supervision department has been established to oversee business activities and financial management across subsidiaries, enhancing expense control and commercial negotiations [2] - New performance requirements for sales personnel have been introduced, and budget assessments for direct subsidiaries are being strengthened to reduce sales expenses [2] Group 3: Clinical Research and Financial Stability - The clinical research for the product "Tangning Tongluo" is progressing as planned, with patient enrollment ongoing. The company will fulfill its information disclosure obligations upon achieving significant progress [2] - The company maintains stable long-term relationships with multiple banks, and its credit rating is expected to improve post-listing. There are no short-term solvency issues, and the company plans to continue optimizing its asset-liability structure [2] - The chairman holds 245,346,284 shares, representing 17.55% of the total share capital, all of which are pledged. The purpose of the pledge is for investment in non-listed companies and debt repayment, not for operational needs [3]

Group 1 - Direct financing refers to the method where fund providers directly supply funds to fund seekers through negotiations or by purchasing securities issued by them, including stock and bond issuance [1] - The capital market consists of various financing activities and is primarily divided into the securities market and the bank medium to long-term credit market, including stocks, corporate bonds, and financial derivatives [2] - The stock market is a platform for companies to raise funds by issuing shares, representing ownership rights for shareholders, and is divided into the primary market (issuance) and secondary market (trading) [3][4] Group 2 - Issuers are entities that issue stocks to raise funds, while investors include institutional and individual investors who trade stocks [4] - The independent organization of the stock market includes self-regulatory organizations like stock exchanges and regulatory bodies such as the China Securities Regulatory Commission [4] - A subsidiary is a company controlled by another company (the parent company) and has its own legal status, while a branch does not have legal status and operates under the parent company's responsibility [5] Group 3 - The consolidated financial statements reflect the overall financial status, operating results, and cash flows of a company and its subsidiaries, including the consolidated balance sheet and income statement [8] - The company must ensure compliance with legal requirements and provide accurate information to intermediaries during the listing process to avoid delays or additional costs [9][10] Group 4 - The stock issuance plan includes details such as underwriting methods, issuance quantity, pricing principles, and procedures [16][17] - Underwriting is the process where securities companies sell securities on behalf of issuers, with methods including firm commitment and best efforts [17] Group 5 - After listing, companies must adhere to regulations, maintain transparency, and comply with the securities listing agreement, ensuring proper governance structures are in place [18][19] - Companies should actively manage investor relations and ensure timely and accurate information disclosure to enhance investor trust [19] Group 6 - The new Securities Law introduces changes to the stock issuance system, requiring registration with the relevant authorities and allowing stock exchanges to review issuance applications [20] - Founders of a company must meet specific criteria, including the ability to independently bear civil responsibilities [23] Group 7 - State-owned enterprises undergoing restructuring must ensure legal compliance and disclose relevant opinions from authorities regarding the legitimacy of the restructuring process [24] - Clear ownership structures are essential, and issues such as equity holding and contractual agreements must be addressed to avoid disputes [25][26] Group 8 - The independence of an issuer is crucial, requiring a complete business system and the ability to operate independently in the market [42] - Related party transactions must be managed to avoid conflicts of interest and ensure fair pricing [44][45]

那么，这波解禁会影响拓荆科技的股价走势？投资者应该关注哪些信号？ 国内半导体薄膜设备龙头迎来市值高达195亿元的限售股的解禁。 4月21日，科创板上市公司拓荆科技（股票代码688072.SH）首次公开发行部分限售股上市流通。本次解禁股份数量多达 1.24亿股，占公司总股本的44.5%，涉及21名股东，包括国家集成电路基金、国投上海、公司员工持股平台等股东。 按照4月21日收盘价157.27元来计算，拓荆科技今日解禁市值高达195亿元，由此实现"全流通"。 近两月股价震荡下滑 拓荆科技成立于 2010年04月，主营业务为高端半导体薄膜设备的研发、生产、销售和技术服务，于2022年4月21日登陆科 创板。 此次首批21名限售股解禁股东中，国家集成电路基金是公司第一大股东，持有限售股55026693股，占公司总股本的 19.6714%；国投上海持有限售股3788.8万股，占公司总股本的13.5445%。 芯鑫和、芯鑫全、芯鑫龙、芯鑫成、芯鑫旺、芯鑫盛、芯鑫阳、沈阳盛腾、沈阳盛旺、沈阳盛全、沈阳盛龙作为拓荆科技 股东、员工持股平台、姜谦的一致行动人，共计持有限售股约2515.0516万股，占公司总股本的8.9906% ...

立信会计师事务所（特殊普通合伙） 关于对上海岩山科技股份有限公司的关注函的回复 我们接受上海岩山科技股份有限公司（以下简称"岩山科技"）的委托，对纽 劢（开曼）有限公司（以下简称"纽劢开曼"或公司）2022 年度及截至 2023 年 6 月 30 日止六个月的模拟财务报表进行了审计，并于 2023 年 8 月 29 日出具了"信 会师报字[2023]第 ZA15128 号"审计报告。依照相关的法律法规、执业准则规定， 形成我们的专业判断并发表审计意见，公司的责任是提供真实、合法、完整的会 计资料。 根据贵部于 2023 年 9 月 1 日下发的《关于对上海岩山科技股份有限公司的 关注函》（公司部关注函【2023】第 303 号）（以下简称"关注函"），我们对贵部 要求会计师核查的问题进行了审慎核查，现答复如下： 信会师函字[2023]第 ZA554 号 深圳证券交易所上市公司管理部： 问题十、Nullmax (Cayman)审计报告显示，2023年 6月底，Nullmax (Cayman) 其他应收款、无形资产、开发支出、其他应付款期末余额分别为 1.15亿元、6,405.07 万元、3,879.11 万元、 ...