德恒上海律师事务所 上海市东大名路 501 号上海白玉兰广场办公楼 23 楼 电话：021-5598 9888 传真：021-5598 9898 邮编：200080 德恒上海律师事务所 关于上海剑桥科技股份有限公司 2025 年第一次临时股东大会见证法律意见 德恒上海律师事务所 关于 上海剑桥科技股份有限公司 关于 上海剑桥科技股份有限公司 2025 年第一次临时股东大会 见证法律意见 2025 年第一次临时股东大会 见证法律意见 德恒 02F20240661-1001 号 致：上海剑桥科技股份有限公司 德恒上海律师事务所（以下简称"本所"）接受上海剑桥科技股份有限公司 （以下简称"公司"或"剑桥科技"）的委托，本所指派宁义才律师、马浩然律 师（以下合称"本所经办律师"）列席了公司于 2025 年 6 月 16 日在上海市闵行 区浦星公路 800 号 A 栋上海浦江智选假日酒店多功能厅召开的 2025 年第一次临 时股东大会（以下简称"本次股东大会"），就本次股东大会召开的合法性进行 见证并出具本法律意见。 本所经办律师依据本法律意见出具日前已经发生或存在的事实和《中华人民 共和国公司法》（以下简称"《公司法 ...

上海剑桥科技股份有限公司 2025年第一次临时股东大会决议公告 特别提示 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担法律责任。 证券代码：603083 证券简称：剑桥科技 公告编号：临2025-037 重要内容提示： 本次会议是否有否决议案：无 一、会议召开和出席情况 (一) 股东大会召开的时间：2025 年 6 月 16 日 (二) 股东大会召开的地点：上海市闵行区浦星公路 800 号 A 栋上海浦江智 选假日酒店多功能厅 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 819 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 66,244,412 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股份总数的比例（%） | 24.7142 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，股东大会主持 情况等 本次会议由公司董事会召集，经董事长 Gerald G Wong 先生提议和半数以上 董事共同推举，本次会 ...

Core Viewpoint - Cambridge Technology Co., Ltd. (剑桥科技) has submitted an application for A+H listing on the Hong Kong Stock Exchange, aiming to leverage dual listing for fundraising and international business expansion [2] Group 1: Company Overview - Founded in March 2006, Cambridge Technology specializes in the R&D, production, and sales of terminal equipment for telecommunications, data communications, enterprise and home networks, as well as high-speed optical module products [2] - The company ranks fifth globally in the comprehensive OWCD industry with a sales revenue of $502 million, capturing a market share of 4.1% [5] Group 2: Financial Performance - The company's revenue for the years 2022, 2023, and 2024 was 3.784 billion yuan, 3.085 billion yuan, and 3.650 billion yuan, reflecting year-on-year growth rates of 29.66%, -18.46%, and 18.31% respectively [5] - Net profit attributable to shareholders for the same years was 171 million yuan, 95.018 million yuan, and 167 million yuan, with growth rates of 154.93%, -44.59%, and 75.42% respectively [5] - The gross profit margins for these years were 18.2%, 21.5%, and 20.9% [5] Group 3: Business Segments - Revenue contributions from business segments showed that broadband solutions accounted for 54.5%, 59.2%, and 55.7% of total revenue, while wireless solutions contributed 27.9%, 23.3%, and 28.8% [7] - The company’s solutions are primarily marketed and sold in overseas markets, with revenue contributions from international sales being 82.9%, 89.3%, and 92.6% during the reporting period [7] Group 4: R&D and Cost Management - R&D expenses for the years were 270 million yuan, 276 million yuan, and 320 million yuan, representing 7.1%, 8.9%, and 8.8% of revenue [8] - The company has seen an improvement in its debt repayment capacity, with the asset-liability ratio decreasing from 65.6% to 50.4% over the reporting period [8] Group 5: Market Trends and Future Outlook - The global sales revenue of the comprehensive OWCD industry is projected to grow from $7.1 billion in 2020 to $12.4 billion in 2024, with a compound annual growth rate of 15.0% [2] - The company is actively developing new products, including 400G and 800G optical modules, with mass production expected to meet customer demand by 2025 [9]

Investment Rating - The report assigns a "Buy" investment rating for the company, marking its first coverage [5]. Core Insights - The company is expected to see significant profit growth in 2024, with projected revenue of 3.652 billion yuan, an 18.31% year-on-year increase, and a net profit of 167 million yuan, reflecting a 75.42% increase [3]. - The launch of new products in the 800G and 400G series is anticipated to drive demand and profitability, with mass production expected to meet customer needs in 2025 [3][4]. - The company has successfully commercialized Wi-Fi 7 and 10G gateway products in the North American market, enhancing its competitive position [4]. Revenue and Profit Forecast - Revenue projections for 2025-2027 are 5.19 billion, 7.116 billion, and 9.501 billion yuan, respectively, with corresponding EPS of 1.13, 1.84, and 2.76 yuan [5][9]. - The company is expected to achieve a net profit growth rate of 81.1% in 2025 and 63.1% in 2026, indicating strong profitability potential [9]. Product Development and Market Position - The company has made significant advancements in the high-speed optical module sector, with multiple new products undergoing successful testing and certification [3][4]. - The development of low-power and cost-effective products is ongoing, with expectations for large-scale shipments in 2025 [3].

Market Overview - The Shanghai Composite Index rose by 0.52% on June 11, with 28 out of the 31 sectors experiencing gains. The top-performing sectors were non-ferrous metals and agriculture, forestry, animal husbandry, and fishery, with increases of 2.21% and 2.02% respectively [1] - Conversely, the sectors that saw declines included pharmaceuticals and biotechnology, telecommunications, and beauty care, with decreases of 0.41%, 0.28%, and 0.10% respectively. The telecommunications sector ranked second in terms of decline [1] Capital Flow Analysis - The net inflow of capital in the two markets was 1.506 billion yuan, with 14 sectors experiencing net inflows. The non-bank financial sector led with a net inflow of 4.469 billion yuan and a rise of 1.90%, followed by the automotive sector, which saw a 1.70% increase and a net inflow of 2.750 billion yuan [1] - In contrast, 17 sectors experienced net outflows, with the pharmaceuticals and biotechnology sector leading with a net outflow of 2.629 billion yuan. The basic chemicals sector followed with a net outflow of 1.909 billion yuan, along with significant outflows in telecommunications, electric equipment, and banking sectors [1] Telecommunications Sector Performance - The telecommunications sector declined by 0.28%, with a total net outflow of 1.359 billion yuan. Out of 127 stocks in this sector, 52 rose, including one that hit the daily limit, while 66 fell [2] - Notably, the stocks with the highest net inflows included Chutianlong, with a net inflow of 255 million yuan, followed by Hengbao and Yitong Century, with inflows of 116 million yuan and 44.586 million yuan respectively [2] - The stocks with the highest net outflows included Xinyi Sheng, with a net outflow of 435.88 million yuan, China Unicom with 174.598 million yuan, and Yongding with 120.577 million yuan [3]

Summary of Key Points from the Optical Module Market Demand Conference Call Industry Overview - The conference focused on the demand for optical modules, specifically 800G and 1.6T modules, from major cloud service providers and manufacturers in the optical module market. 800G Optical Module Demand - **2024-2026 Demand Forecast**: - 2024: Approximately 8 million units, with Nvidia around 3 million and Google around 2 million [1] - 2025: Demand expected between 18-21 million units, with Nvidia at over 5 million, Google at about 3.5 million, and AWS at around 3 million [1][8] - 2026: Anticipated demand of 30-32 million units, with Meta's demand expected to double to 6 million, and AWS around 5.5 million [1][11] - **Market Expectation Discrepancy**: Some forecasts suggest demand could reach 40 million units in 2026, primarily due to Microsoft's procurement through third-party vendors, complicating order visibility [1][12]. 1.6T Optical Module Demand - **2025 Demand**: Predominantly driven by Nvidia, with a demand of 2.5-3.5 million units, and Google around 200-300 thousand units [2][15] - **2026 Forecast**: Nvidia's demand expected to start at 5 million units, with overall market demand conservatively estimated at 860 thousand units [2][15]. Major Manufacturers' Capacity and Shipment - **Leading Manufacturers' Capacity**: - Xuchuang: Expected capacity of 15 million units, with a utilization rate of 80% [3] - New Yisheng: Capacity expansion to 8-9 million units [3] - Finisar: Anticipated capacity of 10-12 million units post-expansion in 2026 [3] - **Opportunities for Second-Tier Manufacturers**: A demand gap of 10-15 million units is expected, providing opportunities for companies like Huagong, Sols, and Cambridge Technology [3][19]. GPU to Optical Module Ratio - **Ratio Insights**: - Nvidia's ratio is between 1:3 to 1:4.5, while Google and AWS are around 1:4 [4][20] - Meta's ratio is projected to be between 1:12 to 1:14, with discrepancies due to production timing and order placement strategies [4][20][24]. Customer and Supplier Share Distribution - **Meta's Supplier Shares**: - Xuchuang (20%), Finisar (30-40%), New Yisheng (20-30%) [5][26] - **Google's Supplier Shares**: - Xuchuang (70%), Cloud Light (20%), Finisar (10%) [6][27] - **AWS's Supplier Shares**: - New Yisheng (60-70%), Finisar (15%), Xuchuang (20%) [7][27]. Additional Insights - **Cambridge's Supply to Cisco**: Expected to supply 600,000 units in 2025, with potential expansion to 2.5-3 million units in 2026 [14]. - **Market Dynamics**: The demand for optical modules is influenced by the supply chain management of cloud service providers, with a notable reliance on third-party vendors for procurement [12][26]. This summary encapsulates the critical insights from the conference call regarding the optical module market, highlighting demand forecasts, manufacturer capacities, and customer-supplier dynamics.

Report Summary 1. Report Industry Investment Rating No information provided. 2. Core Viewpoints - The year-on-year growth rate of asphalt production is 22.5%, and the year-on-year growth rate of demand is 27.5%. The inventory maintains a slight reduction, with overall pressure being low and the inventory structure being good. Both factory and social inventories have decreased. The basis has strengthened month-on-month, the spot price has strengthened while the futures price has remained flat, and the real - world situation provides fair support. However, the futures market shows concerns about rainy - season demand. The cracking spread on the futures has weakened month - on - month, with crude oil performing strongly and the profit of downstream products being passively weakened. The overall valuation is still at a high level. In the short term (from mid - late June to early August), it remains to be seen whether the decline in demand growth caused by the rainy season can match the increase in production growth under high profits, and the demand side is under pressure in the short term. In the long - term, there is still an expected increase in demand in the last year of the 14th Five - Year Plan [2]. 3. Summary by Relevant Content 3.1 Asphalt Price and Volatility - The price range forecast for the asphalt main contract in the month is 3400 - 3600 yuan/ton. The current 20 - day rolling volatility is 15.15%, and the historical percentile of the current volatility in the past 3 years is 17.58% [1]. 3.2 Asphalt Risk Management Strategy | Behavior Orientation | Spot Exposure | Strategy Recommendation | Hedging Tool | Buying/Selling Direction | Hedging Ratio | Suggested Entry Range | | --- | --- | --- | --- | --- | --- | --- | | Inventory Management | Long | To prevent inventory losses, short asphalt futures according to the enterprise's inventory situation to lock in profits and cover production costs | bu2509 | Sell | 25% | 3500 - 3600 | | Procurement Management | Short | To prevent the increase in procurement costs due to rising asphalt prices, buy asphalt futures at the current stage to lock in procurement costs in advance | bu2509 | Buy | 50% | 3300 - 3400 | [1] 3.3 Price and Basis Data of Asphalt on June 9, 2025 | Region | Spot Price (yuan/ton) | Day - on - Day Change | Week - on - Week Change | 09 Contract Basis (yuan/ton) | Day - on - Day Change | Week - on - Week Change | Spot to Brent Cracking (yuan/barrel) | Day - on - Day Change | Week - on - Week Change | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Shandong | 3695 | 0 | 70 | 207 | - 10 | - 4 | 161.34 | 0.3399 | - 15.9129 | | Yangtze River Delta | 3650 | 0 | 70 | 162 | - 10 | - 4 | - | - | - | | North China | 3745 | 85 | 100 | 257 | 75 | 26 | - | - | - | | South China | 3410 | 0 | 30 | - 78 | - 10 | - 44 | - | - | - | [3] 3.4利多 and利空 Factors - **利多 Factors**: The asphalt's own inventory structure is good, and there is a seasonal peak in demand [5]. - **利空 Factors**: The cracking spread remains at a high level; after the end of maintenance, the production of some refineries has recovered; the plum - rain season in the South has dragged down demand, and the upward driving force of the basis is insufficient [2][3].

Core Insights - The global AI industry is entering a trillion-parameter era, leading to a significant restructuring of data center architectures, with increased port scale and east-west data traffic, resulting in rapid expansion investments [1] - The demand for optical modules, crucial for data center interconnections, is expected to grow due to the rising need for high-speed data transmission driven by AI training clusters [1] - TrendForce reports a rapid increase in global optical transceiver shipments from 2023 to 2025, reflecting ongoing market demand expansion [1] Company Performance - Eight Chinese optical module listed companies reported their 2024 performance, with revenue exceeding 100 billion yuan for two companies: Zhongji Xuchuang at 238.62 billion yuan and Huagong Technology at 117.09 billion yuan [4][5] - Zhongji Xuchuang and Xinyi Sheng demonstrated exceptional growth, with revenue increases of 122.64% and 179.15%, respectively [4][5] Market Dynamics - Chinese manufacturers have captured 35% of the global 800G market by the end of 2024, a 12 percentage point increase from 2022, driven by high R&D investments [5] - The average overseas revenue share for the eight listed companies rose to 42% in 2024, with North America contributing over 60% of the growth [9][10] Technological Advancements - Innovations such as silicon photonic integration and liquid cooling packaging have significantly improved the performance and energy efficiency of optical modules [7][8] - The technology iteration cycle for optical modules is expected to shorten from 3-5 years to 18 months, with new products like 1.6T modules entering engineering validation [8] Financial Metrics - The average net profit margin for the mentioned companies increased to 18.7% in 2024, with operating cash flow net amount rising by 40% [7] - The average price-to-earnings ratio for the optical module sector in A-shares increased from 25 times to 40 times, indicating a revaluation of market value [8] Competitive Landscape - Seven Chinese manufacturers are now among the top 10 global optical module suppliers, highlighting the dominance of Chinese firms in the market [7] - Companies like Zhongji Xuchuang and Xinyi Sheng are focusing on high-speed Ethernet optical modules, which are currently the fastest-growing segment [6][7]

Group 1 - Cambridge Technology (603083) saw a stock price increase of 7.84% with a turnover rate of 26.54% and a trading volume of 3.115 billion yuan, indicating significant market activity [2] - Institutional investors net sold 29.56 million yuan, while the Shanghai-Hong Kong Stock Connect recorded a net purchase of 64.94 million yuan, reflecting mixed investor sentiment [2] - The top five trading departments accounted for a total transaction volume of 726 million yuan, with a net purchase of 11.5 million yuan [2] Group 2 - The latest margin trading data shows a total margin balance of 820 million yuan, with a financing balance of 817 million yuan and a securities lending balance of 3.44 million yuan, indicating a healthy level of leverage [3] - Over the past five days, the financing balance increased by 77.89 million yuan, representing a growth of 10.54% [3] - The company's Q1 report revealed a revenue of 894 million yuan, a year-on-year increase of 5.18%, and a net profit of 31.43 million yuan, up 21.11% year-on-year [3]

Market Overview - On June 6, the Shanghai Composite Index rose by 0.04%, while the Shenzhen Component Index fell by 0.19%, and the ChiNext Index decreased by 0.45% [2] - A total of 54 stocks appeared on the daily trading list due to unusual trading activity, with the highest net inflow of funds into China Electric Power Xinlong (002298.SZ) amounting to 236 million yuan [2] Stock Performance - China Electric Power Xinlong saw a closing price increase of 9.96% with a turnover rate of 19.42%, while Snowman Co., Ltd. (002639.SZ) experienced a net outflow of 210 million yuan and closed down by 1.23% with a turnover rate of 46.27% [2] - Among the 54 stocks, 34 were net bought, and 20 were net sold, indicating a general preference for buying [2] Institutional Activity - On June 6, 26 stocks on the trading list had institutional participation, with a total net purchase of 439 million yuan, where institutions net bought 16 stocks and net sold 10 stocks [2] - The stock with the highest institutional net purchase was Xiongdi Technology (300546.SZ), which closed down by 10.56% with a turnover rate of 47.82% [3] Northbound Capital - Northbound capital participated in 16 stocks on the trading list, with a total net purchase of 304 million yuan, including a net purchase of 54.65 million yuan from the Shanghai Stock Connect and 249 million yuan from the Shenzhen Stock Connect [6] - The stock with the highest net purchase from northbound capital was Changshan Pharmaceutical (300255.SZ), amounting to 202 million yuan, while Snowman Co., Ltd. had the highest net sell of 107 million yuan [6] Common Trends - Both institutions and northbound capital collectively net bought stocks such as Changshan Pharmaceutical, Hailian Jinhui, Hengbao Co., Ltd., Haoshanghao, Maiwei Biotechnology, and Hunan Development [7] - There was a divergence in the trading of Cambridge Technology (603083.SH) and Zhongchong Co., Ltd., with institutions net buying Zhongchong Co., Ltd. while northbound capital net sold it [7]