Core Viewpoint - Zhizhen Technology (003007.SZ) is under scrutiny from the Shenzhen Stock Exchange due to its high capitalized R&D expenses, changes in personnel structure, and the reasonableness of its revenue forecasts related to its fundraising projects [1][2] Group 1: Capitalization of R&D Expenses - The amount of capitalized R&D expenses is significantly higher than in previous years, raising questions about compliance with accounting standards [1] - The company claims that the high capitalized amount is justified as it covers multiple product line upgrades and platform R&D, which aligns with the conditions for capitalization under accounting standards [2] Group 2: Personnel Structure Changes - The number of R&D personnel has decreased from 569 to 465, while the fundraising plan anticipates adding 281 new R&D staff, which would represent 60.43% of the current R&D team [1] - The company explains that the new hires will focus on new areas such as intelligent networks and computing resource scheduling, indicating a structural adjustment rather than a simple increase in headcount [2] Group 3: Revenue Forecasts - The company predicts that the fundraising projects will achieve high revenue levels, potentially exceeding current overall revenue, despite a contraction in investment within the telecommunications industry [1] - The company acknowledges the current cost-cutting phase among operators but emphasizes ongoing demand in emerging fields like computing networks and home terminals, supported by initial market validation through contracts with provincial operators and local government projects [2]

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]

Core Viewpoint - The unlocking of 124 million restricted shares of Tuojing Technology, valued at 19.5 billion yuan, raises questions about its impact on stock price and investor sentiment [1]. Group 1: Share Unlocking Details - On April 21, 2023, Tuojing Technology (stock code 688072.SH) had its first batch of restricted shares unlocked, accounting for 44.5% of the total share capital [1]. - The major shareholders involved in this unlocking include the National Integrated Circuit Fund, which holds 55,026,693 shares (19.67% of total shares), and Guotou Shanghai with 37,888,000 shares (13.54% of total shares) [1]. - Other shareholders include various employee stock ownership platforms and individuals, collectively holding approximately 25,150,516 shares (8.99% of total shares) [1]. Group 2: Stock Performance - Tuojing Technology was listed at an issuance price of 71.88 yuan and saw a first-day increase of 28.41%, closing at 92.3 yuan [3]. - The stock reached a peak adjusted price of 475.1 yuan in November 2024, but has since declined to around 330 yuan, representing a drop of over 27% [5]. Group 3: Financial Performance - In 2024, Tuojing Technology achieved a revenue of 4.103 billion yuan, a year-on-year increase of 51.7%, with a net profit of 688 million yuan, up 3.91% [6]. - The company experienced significant growth in 2022, with revenue and net profit increasing by 125.02% and 438.09%, respectively, but growth rates have slowed in 2023 [6]. - Total assets reached 15.314 billion yuan, reflecting a year-on-year growth of 53.61%, primarily due to increased orders and inventory growth [6]. Group 4: R&D and Market Position - In the first three quarters of 2024, Tuojing Technology's R&D expenses amounted to 498 million yuan, representing 12.17% of revenue, with a capitalization rate of 44.57% [7]. - The company maintains a high market valuation with a total market cap of 43.99 billion yuan and a TTM P/E ratio of 63.9, indicating strong future growth expectations [7]. - Industry experts suggest that strategic investors like the National Integrated Circuit Fund are less likely to sell off their shares immediately after unlocking, while some short-term investors may choose to take profits [7].

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、 ...