一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 5 月 21 日 （二） 股东大会召开的地点：江苏省苏州市工业园区江韵路 258 号公司会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 56 | | --- | --- | | 普通股股东人数 | 56 | | 2、出席会议的股东所持有的表决权数量 | 342,323,068 | | 普通股股东所持有表决权数量 | 342,323,068 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 83.4934 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 83.4934 | 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 证券代码：688702 证券简称：盛科通信 公告编号：2025-015 苏州盛科通信股份有限公司 2024年年度股东大会决议公告 表决情况： ...

北京市金杜律师事务所上海分所 关于苏州盛科通信股份有限公司 2024 年年度股东大会之法律意见书 致：苏州盛科通信股份有限公司 北京市金杜律师事务所上海分所（以下简称本所）接受苏州盛科通信股份有限公司（以 下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、《中华人民共 和国公司法》（以下简称《公司法》）、中国证券监督管理委员会《上市公司股东会规则》（以 下简称《股东会规则》）等中华人民共和国境内（以下简称中国境内，为本法律意见书之目 的，不包括中国香港特别行政区、中国澳门特别行政区和中国台湾地区）现行有效的法律、 行政法规、规章和规范性文件和现行有效的公司章程有关规定，指派律师出席了公司于2025 年 5 月 21 日召开的 2024 年年度股东大会（以下简称本次股东大会），并就本次股东大会 相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1. 经苏州盛科通信股份有限公司 2023 年第一次临时股东大会审议通过的《苏州盛科 通信股份有限公司章程》（以下简称《公司章程》）； 2. 公司于 2025 年 4 月 24 日召开的第二届董事会第六次 ...

Core Viewpoint - The report outlines the ongoing supervision and compliance of Suzhou Shengke Communication Co., Ltd. by China International Capital Corporation, emphasizing the company's commitment to governance, compliance, and strategic R&D investments despite facing financial losses. Ongoing Supervision - The sponsor has established a robust supervision system and executed a work plan for ongoing oversight of Shengke Communication [1][2] - A continuous supervision agreement has been signed, detailing the rights and obligations of both parties during the supervision period [1] - No violations or illegal activities have been reported during the supervision period [2][3] Financial Performance - The company reported a net loss of 68.26 million yuan, an increase in loss of 48.73 million yuan compared to the previous year, primarily due to increased R&D investments [4][5] - R&D expenses reached 428.46 million yuan, a 36.40% increase year-on-year, reflecting the company's long-term strategy focused on innovation [4][5] - The basic earnings per share decreased to -0.17 yuan, and the diluted earnings per share also fell to -0.17 yuan [18] R&D and Innovation - R&D investment accounted for 39.61% of operating revenue, an increase of 9.33 percentage points from the previous year, indicating a strong commitment to innovation [19] - The company has developed a series of high-capacity Ethernet switch chips, with initial deliveries made in 2024, enhancing its market position [19][20] - The company holds 1,418 intellectual property rights, including 1,225 invention patents, showcasing its focus on technological advancement [25][26] Market Position and Competitive Advantage - Shengke Communication maintains a strong competitive edge in the Ethernet switch chip market, leveraging its deep understanding of network demands and trends [19][20] - The company has established long-term partnerships with major domestic network equipment manufacturers, enhancing customer loyalty and market penetration [22][23] - The company actively participates in industry standard-setting organizations, reinforcing its position in the evolving network technology landscape [21] Risks and Challenges - The company faces risks related to ongoing financial losses, high R&D expenditures, and potential market fluctuations that could impact profitability [5][6] - There is a risk of core talent loss due to competitive pressures in the semiconductor industry, which could affect the company's innovation capabilities [7][8] - The company is also exposed to macroeconomic risks, including potential impacts from international trade policies and currency fluctuations [12][14]

中国国际金融股份有限公司 三、重大风险事项 关于苏州盛科通信股份有限公司 中国国际金融股份有限公司（以下简称"中金公司"或"保荐机构"）根据《证 券发行上市保荐业务管理办法》《上海证券交易所科创板股票上市规则》和《上海 证券交易所上市公司自律监管指引第 11 号——持续督导》等相关规定对苏州盛科 通信股份有限公司（以下简称"盛科通信"、"公司"）进行持续督导，并出具本持 续督导跟踪报告。 一、持续督导工作情况 | 序号 | 工作内容 | 持续督导情况 | | --- | --- | --- | | | 建立健全并有效执行持续督导工作制度，并针对 | 保荐机构已建立健全并有效执行了 | | 1 | | 持续督导制度，并制定了相应的工 | | | 具体的持续督导工作制定相应的工作计划 | 作计划 | | | 根据中国证监会相关规定，在持续督导工作开始 | 保荐机构已与盛科通信签订保荐协 | | | 前，与上市公司或相关当事人签署持续督导协 | 议，该协议明确了双方在持续督导 | | 2 | 议，明确双方在持续督导期间的权利义务，并报 | 期间的权利和义务，并报上海证券 | | | 上海证券交易所备案 | 交易所备 ...

Investment Rating - The report maintains an "Accumulate" rating for the company [1][5]. Core Views - The company is committed to long-term development and continues to increase R&D investment, focusing on high-end network communication products in the all-connected era [3][8]. - Despite a year-on-year increase in losses, the company is expected to achieve revenue growth in the coming years, with projected revenues of RMB 1.378 billion, RMB 1.779 billion, and RMB 2.187 billion for 2025, 2026, and 2027 respectively [5][7]. Financial Performance Summary - In 2024, the company achieved revenue of RMB 1.082 billion, a year-on-year increase of 4.28%, while the net profit attributable to the parent company was a loss of RMB 68 million, an increase in loss of 249.52% year-on-year [8]. - The company’s R&D expenses for 2024 were RMB 428 million, accounting for 39.61% of revenue, reflecting a 36.40% increase year-on-year [8]. - The gross margin for 2024 was 40.11%, up 3.85 percentage points year-on-year, while the gross margin for Q1 2025 was 44.05%, an increase of 6.11 percentage points year-on-year [8]. Revenue and Profit Forecast - The company is expected to achieve the following revenue and profit figures: - 2025: Revenue of RMB 1.378 billion, net loss of RMB 54 million - 2026: Revenue of RMB 1.779 billion, net profit of RMB 40 million - 2027: Revenue of RMB 2.187 billion, net profit of RMB 123 million [7][22]. Market Position and Competitive Advantage - The company has a significant first-mover advantage in the domestic market for Ethernet switching chips, having started R&D in this area in 2005 [8]. - The company aims to enhance its core competitiveness in emerging markets by expanding its product line and optimizing product performance [8].

Group 1 - The company is holding its 2024 Annual General Meeting to ensure the rights of shareholders and comply with relevant regulations [1][2] - Shareholders and their representatives must complete registration procedures before the meeting, providing necessary identification and documentation [2][3] - The meeting will follow a specific agenda, allowing shareholders to exercise their rights to speak, inquire, and vote [3][4] Group 2 - The meeting will include the review and voting on several key proposals, including the 2024 Annual Report and the Board of Directors' work report [6][8] - The company reported a net profit attributable to shareholders of -68.26 million yuan for 2024, with a proposal not to distribute dividends due to negative profits [11][12] - The company plans to use part of the raised funds to permanently supplement working capital, amounting to 300 million yuan, which is 29.87% of the total raised funds [17][18] Group 3 - The company has significantly increased its R&D investment in 2024, with R&D expenses reaching 428.46 million yuan, a year-on-year increase [20] - The company aims to enhance its product line and performance, focusing on high-end products and optimizing existing offerings to capture market opportunities [20][21] - The company is actively seeking diverse supply sources and market layouts to ensure supply chain stability amid a complex international trade environment [21] Group 4 - The company has established a strong governance structure, with the Board of Directors and its committees conducting regular meetings and fulfilling their responsibilities [26][30] - Independent directors have played a crucial role in maintaining corporate governance and protecting shareholder interests by providing independent opinions on significant matters [34] - The company has adhered to strict information disclosure practices, ensuring transparency and compliance with legal requirements [33]

苏州盛科通信股份有限公司 2024 年年度股东大会会议资料 证券代码：688702 证券简称：盛科通信 苏州盛科通信股份有限公司 2024 年年度股东大会 会议资料 2025 年 5 月 苏州盛科通信股份有限公司 2024 年年度股东大会会议资料 目 录 | 2024 | 年年度股东大会会议须知 | 1 | | --- | --- | --- | | 2024 | 年年度股东大会会议议程 | 3 | | 2024 | 年年度股东大会会议议案 | 5 | | | 议案一：关于《2024 年年度报告》及其摘要的议案 | 5 | | | 议案二：关于 年度董事会工作报告的议案 2024 | 6 | | | 议案三：关于 2024 年度监事会工作报告的议案 | 7 | | | 议案四：关于 年度独立董事述职报告的议案 2024 | 8 | | | 议案五：关于 2024 年度财务决算报告的议案 | 9 | | | 议案六：关于 年利润分配方案的议案 2024 | 10 | | | 议案七：关于续聘 2025 年度财务审计机构的议案 | 11 | | | 议案八：关于使用部分超募资金永久补充流动资金的议案 | 14 | ...

Investment Rating - The report maintains an "Accumulate" rating for the company [1] Core Views - The company is increasing its R&D efforts to meet the domestic demand wave and is expected to make progress in high-end products [1] - The company's revenue for 2024 is projected to be 1.08 billion yuan, with a year-on-year growth of 4.3%, while the net profit attributable to shareholders is expected to be a loss of 68.27 million yuan, reflecting a significant increase in loss compared to the previous year [7] - The report highlights the continuous improvement in gross margin due to the ramp-up of high-end products and cost optimization [7] Financial Performance Summary - Total revenue forecast for 2023A is 1.037 billion yuan, with a projected increase to 1.082 billion yuan in 2024A, and further growth to 1.353 billion yuan in 2025E [1][8] - The net profit attributable to shareholders is expected to improve from a loss of 68.27 million yuan in 2024A to a profit of 102.34 million yuan by 2027E [1][8] - The gross margin is expected to increase from 40.11% in 2024A to 41.97% in 2027E, indicating a positive trend in profitability [8] R&D and Product Development - The company has increased its R&D investment to 430 million yuan in 2024, a year-on-year increase of 36.4%, with the R&D expense ratio reaching 39.6% [7] - The company is focusing on high-end flagship chip products for large-scale data centers and cloud services, with initial small-batch deliveries already achieved [7] - The company aims to leverage the current trend of domestic production and network interconnectivity to enhance its product offerings and maintain competitive advantages [7]

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [1] Core Views - The company is increasing its R&D efforts to meet the domestic demand wave and is expected to make progress in high-end products [1] - The company's revenue for 2024 is projected to be 1.08 billion yuan, with a year-on-year growth of 4.3%, while the net profit attributable to shareholders is expected to be a loss of 68.27 million yuan, reflecting a significant increase in loss compared to the previous year [7] - The gross margin has improved due to the ramp-up of high-end products and cost optimization, with a gross margin of 40.1% in 2024, up 3.9 percentage points year-on-year [7] - The company is focusing on high-end chip delivery and expanding its customer base, with significant progress in high-end flagship chip products for large-scale data centers and cloud services [7] - R&D investment reached 430 million yuan in 2024, a year-on-year increase of 36.4%, indicating a strong commitment to innovation and product development [7] Financial Summary - Total revenue is forecasted to reach 1.35 billion yuan in 2025, with a growth rate of 25.04% [1] - The net profit is expected to improve significantly by 2027, reaching 102.34 million yuan, with a staggering growth rate of 1,270.62% [1] - The company's latest closing price corresponds to a price-to-sales ratio of 20.2 for 2025, indicating a favorable valuation for potential investors [1]

Investment Rating - The investment rating for the company is "Recommended" (maintained) with a current stock price of 63.66 yuan [1]. Core Views - The company has increased its R&D investment significantly, leading to a small batch delivery of high-end flagship chips. Despite this, the profit margins are under pressure due to the high R&D costs [7][8]. - In 2024, the company achieved a revenue of 1.082 billion yuan, a year-on-year growth of 4.28%, but reported a net loss attributable to shareholders of 68.26 million yuan, a decrease of 249.52% year-on-year [4][7]. - The company is positioned as a rare domestic Ethernet switch chip design enterprise, with a rich product lineup targeting the mid-to-high-end market. The demand for high-performance switching chips in emerging fields like cloud computing and data centers is expected to drive future growth [8]. Summary by Sections Financial Performance - In 2024, the company reported a revenue of 1.082 billion yuan, with a year-on-year growth of 4.28%. The net profit attributable to shareholders was -68.26 million yuan, a decrease of 249.52% year-on-year [4][7]. - For Q1 2025, the company achieved a revenue of 223 million yuan, a year-on-year decrease of 12.30%, with a net loss of 15.20 million yuan, a decrease of 150.42% year-on-year [4][7]. Revenue and Profitability - The overall gross margin for 2024 was 40.11%, an increase of 3.85 percentage points year-on-year, while the net margin was -6.31%, a decrease of 4.43 percentage points year-on-year [7]. - The company’s R&D expenses reached 428 million yuan in 2024, a growth of 36.40%, reflecting its commitment to high-end chip development [7][8]. Product Development - The company has successfully delivered high-end flagship chips in small batches, with a focus on Ethernet switch chips, which generated 835 million yuan in revenue, a year-on-year increase of 5.54% [8]. - The product range includes high-end chips with port speeds reaching 800G and switching capacities of 12.8Tbps and 25.6Tbps, which are competitive with international products [8]. Market Outlook - The company is expected to benefit from the growing demand for high-speed network communication equipment driven by the AI industry and the need for domestic supply chain independence [8]. - Revenue projections for 2025-2027 are estimated at 1.321 billion yuan, 1.781 billion yuan, and 2.285 billion yuan, respectively, indicating a strong growth trajectory [8].