紫光股份有限公司 董事会议事规则 （经 2025 年 5 月 20 日公司 2024 年度股东大会修订） 第一章 总 则 第一条 为健全和规范公司董事会议事和决策程序，确保董事会高效运作和科 学决策，完善公司治理结构，紫光股份有限公司董事会在依照《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》）及《紫 光股份有限公司章程》（以下简称公司章程）规定的基础上，结合本公司的具体情况， 制定《董事会议事规则》，作为董事及董事会运作的行为准则。 第三条 公司设董事会，董事由股东会选举或更换，并可在任期届满前由股东会 解除其职务。董事任期三年，任期届满，可连选连任，但独立董事连任时间不得超过 六年。董事任期从股东会决议通过之日起计算，至本届董事会任期届满时为止。董事 任期届满未及时改选，在改选出的董事就任前，原董事仍应当依照法律、行政法规、 部门规章和公司章程的规定，履行董事职务。 董事可以由高级管理人员兼任，但兼任高级管理人员职务的董事以及由职工代 表担任的董事，总计不得超过公司董事总数的二分之一。 董事为自然人，无需持有公司股份。 第四条 董事应当遵守法律、法规和公司章程 ...

紫光股份有限公司 独立董事制度 （经 2025 年 5 月 20 日公司 2024 年度股东大会修订） 第一章 总 则 第一条 为了进一步完善公司治理结构，促进公司规范运作，更好地维护公司及 投资者的利益，根据《中华人民共和国公司法》（以下简称《公司法》）《上市公司治 理准则》《上市公司独立董事管理办法》（以下简称《独立董事管理办法》）《深圳证 券交易所股票上市规则》《深圳证券交易所上市公司自律监管指引第 1 号——主板 上市公司规范运作》《紫光股份有限公司章程》（以下简称《公司章程》）、公司股票 上市地证券监管规则及其他相关法律、法规的规定，紫光股份有限公司（以下简称 "公司"）特制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及公司主要 股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独立客观 判断关系的董事。 第三条 独立董事对公司及公司全体股东负有忠实与勤勉的义务，应按照相关法 律、行政法规、中国证券监督管理委员会（以下简称"中国证监会"）、证券交易所业 务规则和《公司章程》的规定，认真履行职责，在董事会中发挥参与决策、监督制衡、 专业咨询作用，维护公司整体 ...

Group 1: AI and Product Development - The company is enhancing its AI server and storage products, focusing on high-performance and low-energy consumption to meet market demands [1] - The "AI for ALL" strategy is being accelerated in 2024, aiming to empower various industries with AI applications [2] - The company has launched the LinSeer Cube, a deep integration of computing, algorithms, and governance, which has been successfully applied in multiple industries [9][10] Group 2: Financial Performance and Growth - In Q1 2025, the company achieved a revenue of 20.79 billion yuan, a year-on-year increase of 22.25% [4] - The revenue from the subsidiary, New H3C, reached 55.074 billion yuan in 2024, growing by 6.04% [3] - The overseas business revenue for New H3C in 2024 was 2.916 billion yuan, a year-on-year increase of 32.44% [12] Group 3: Research and Development - The company's R&D investment in 2024 was 5.102 billion yuan, a decrease of 9.6% compared to the previous year [5] - R&D personnel account for 40% of the total workforce, with over 16,000 patent applications, 90% of which are invention patents [6] - The company has established R&D centers in multiple cities, focusing on core technologies in networking, servers, storage, and cloud computing [5][6] Group 4: Market Strategy and Expansion - The company is actively expanding its overseas market presence, with a focus on key industries such as healthcare and education [12] - The "Turing Town" model is being replicated in various locations to enhance digital transformation for government and enterprise users [10] - The company plans to issue H shares to strengthen its global strategy and increase capital strength [3] Group 5: Technology and Innovation - The company has introduced a high-end firewall, M9000-X, which incorporates a security model for enhanced threat detection and analysis [6] - Liquid cooling technology is being integrated into data centers to improve energy efficiency and support green computing initiatives [11][12] - The company has received national awards for technological advancements, enhancing its brand image and market competitiveness [16]

Investment Rating - The investment rating for the company is "Buy" [8] Core Views - The company's revenue met expectations, but financial expenses temporarily suppressed profit release. The company achieved an operating income of 79.024 billion yuan in 2024, a year-on-year increase of 2.22%, and a net profit attributable to shareholders of 1.572 billion yuan, a year-on-year decrease of 25.23% [1] - The subsidiary, New H3C, benefited from domestic AI infrastructure, with its revenue growing by 6.04% to 55.074 billion yuan in 2024, and a significant increase of 26.07% in Q1 2025 [2] - The company experienced a substantial increase in inventory and contract liabilities, indicating potential overperformance in AI server market share and profits [3] Financial Performance - In Q1 2025, the company reported an operating income of 20.79 billion yuan, a year-on-year increase of 22.25%, while the net profit attributable to shareholders was 349 million yuan, a decrease of 15.75% [1] - The financial pressure was attributed to the acquisition agreement of New H3C, which increased financial expenses significantly [4] - The company is advancing its H-share listing, which may alleviate financial pressure and support global expansion [5] Profit Forecast and Valuation - The forecasted net profits for 2025, 2026, and 2027 are 2.14 billion yuan, 2.81 billion yuan, and 3.13 billion yuan, respectively, with corresponding PE ratios of 34, 26, and 23 [6]

Investment Rating - The investment rating for the company is "Buy" and is maintained [9]. Core Views - The company reported a revenue of 79 billion yuan in 2024, a year-on-year increase of 2%, but the net profit attributable to shareholders decreased by 25% to 1.572 billion yuan [6][12]. - In Q1 2025, the company achieved a revenue of 20.8 billion yuan, representing a year-on-year growth of 22% and a quarter-on-quarter increase of 3% [6]. - The company is focusing on AI products and expanding its international business, despite facing increased financial costs that have negatively impacted its performance [2][12]. Summary by Sections Financial Performance - In 2024, the company's core subsidiary, Xinhua San, generated a revenue of 55.074 billion yuan, up 6.04% year-on-year, with domestic enterprise business revenue reaching 44.239 billion yuan, a 10.96% increase [12]. - The company's inventory increased by 19% in Q1 2025, reaching 43.7 billion yuan, which is 2.1 times its revenue for the same quarter, indicating potential inventory buildup due to increased GPU procurement by domestic internet companies [12]. Profitability Analysis - The gross margin for ICT infrastructure and services was 22.2% in 2024, down 3.4 percentage points year-on-year, primarily due to a shift in product structure towards white-label switches and servers, along with intensified competition in the domestic IT product market [12]. - Financial expenses significantly impacted performance, with financial expense ratios of 3.3% and 1.9% for Q4 2024 and Q1 2025, respectively, reflecting a year-on-year increase of 2.5 percentage points and 1.4 percentage points [12]. Strategic Initiatives - The company is deepening its AI product matrix and enhancing its overseas presence, having established 22 overseas branches and certified over 2,900 international partners, covering 181 countries and regions [12]. - The company launched the LinSeer Cube, the industry's first deep coupling of "intelligent computing-algorithm-governance" model, which supports various GPU brands [12]. Market Position - The company maintains a leading position in several product markets, with a 38.2% market share in China's enterprise network campus switch market, ranking first, and a 31.1% share in the Ethernet switch market, ranking second [12]. - The company is projected to achieve net profits of 1.919 billion yuan, 2.279 billion yuan, and 2.762 billion yuan for 2025, 2026, and 2027, respectively, with corresponding year-on-year growth rates of 22%, 19%, and 21% [12].

Investment Rating - The investment rating for the company is "Buy" (maintained) [8] Core Views - The company's revenue met expectations, but financial expenses temporarily suppressed profit release. The company achieved an operating income of 79.024 billion yuan in 2024, a year-on-year increase of 2.22%, and a net profit attributable to shareholders of 1.572 billion yuan, a year-on-year decrease of 25.23% [1][6] - The subsidiary, New H3C, benefited from domestic AI infrastructure, with its revenue growing by 6.04% to 55.074 billion yuan in 2024, and a significant increase of 26.07% in Q1 2025 [2] - The company experienced a substantial increase in inventory and contract liabilities, indicating potential overstocking of AI GPU chips, which may lead to exceeding expectations in AI server market share and profitability [3] Financial Performance - In Q1 2025, the company reported an operating income of 20.79 billion yuan, a year-on-year increase of 22.25%, but a net profit decrease of 15.75% [1] - Financial expenses rose significantly due to the acquisition of New H3C, with Q1 2025 financial expenses reaching 386 million yuan, an increase of 310 million yuan from Q1 2024 [4] - The company forecasts net profits of 2.14 billion yuan, 2.81 billion yuan, and 3.13 billion yuan for 2025, 2026, and 2027 respectively, with corresponding PE ratios of 34, 26, and 23 [6] Strategic Developments - The company is advancing its H-share listing, which may alleviate financial pressure and support global expansion efforts [5] - New H3C's international business grew by 32% in 2024 and 72% in Q1 2025, indicating strong growth potential in overseas markets [5]

Investment Rating - The investment rating for the company is "Outperform the Market" [6][26]. Core Views - The company continues to deepen its focus on "computing power and connectivity," with a revenue growth of 22% year-on-year in Q1 2025 [1]. - The company's total revenue for 2024 is projected to be 79.024 billion yuan, a year-on-year increase of 2.22%, while the net profit attributable to shareholders is expected to decline by 25.23% to 1.572 billion yuan [1][10]. - The company is actively expanding its international market presence, with significant growth in its international business, particularly in the H3C brand products and services [2]. Summary by Sections Financial Performance - In Q1 2025, the company reported a revenue of 20.79 billion yuan, a year-on-year increase of 22.25%, while the net profit attributable to shareholders was 3.49 billion yuan, down 15.75% [1][10]. - The company's ICT infrastructure and services business generated revenue of 54.459 billion yuan in 2024, up 5.73%, accounting for 68.91% of total revenue [2][12]. - The net profit for 2024 is projected to be 1.572 billion yuan, with a decline of 25.23% compared to the previous year [5][10]. Market Position - The company maintains a leading market share in several product categories, including 38.2% in the Chinese enterprise network park switch market and 54.4% in the blade server market [2][12]. - The international business revenue reached 2.916 billion yuan in 2024, reflecting a year-on-year growth of 32.44% [2][12]. Cost Management and Efficiency - The company has seen a slight decline in gross margin by 3.3 percentage points due to an increase in the proportion of white-label products [3][20]. - The company is optimizing its organizational structure and enhancing cost management, resulting in a decrease in sales, management, and R&D expenses by 3.3%, 26.3%, and 9.6%, respectively [3][20]. Future Outlook - The company plans to acquire an additional 30% stake in Xinhua San in 2024, which is expected to impact financial expenses and profit forecasts [4][26]. - The projected net profits for 2025, 2026, and 2027 are 2.01 billion yuan, 2.47 billion yuan, and 2.98 billion yuan, respectively [4][26].

Core Viewpoint - The company, Unisplendour Corporation, reported a revenue of 79.024 billion yuan for 2024, marking a year-on-year increase of 2.22%, and a revenue of 20.790 billion yuan for Q1 2025, reflecting a significant growth of 22.25% [1] Group 1: Financial Performance - The subsidiary, H3C, achieved a revenue of 55.074 billion yuan in 2024, with a year-on-year growth of 6.04% [1] - H3C's domestic enterprise revenue reached 44.239 billion yuan, up by 10.96%, while overseas revenue was 2.916 billion yuan, increasing by 32.44% [1] - In Q1 2025, H3C reported a revenue of 15.295 billion yuan, showing a growth of 26.07% [1] Group 2: Technological Innovation - H3C is leading in the computing infrastructure sector with innovations such as the S12500AI switch, which enhances bandwidth utilization by 107% [3] - The 64-card high-speed interconnect super node computing cluster improves training performance by 142% compared to traditional solutions [3] - The Aofei Computing Platform 3.0 supports trillion-parameter models, significantly reducing training time [3] Group 3: AI Development - H3C is actively exploring AI applications across various industries, with the DeepSeek model machine already implemented in eight key sectors [5] - The company has developed several innovative models, including the Lingxi medical model for cerebrovascular diseases and the Lingxi enterprise model [7] - H3C's contributions to the Hangzhou City Brain project enhance urban management capabilities [7] Group 4: Global Expansion - H3C has established five new subsidiaries in countries including South Korea and Uzbekistan, bringing the total to 22 global branches [9] - The company has added 874 new overseas partners, totaling over 2,900, enhancing its service coverage to 181 countries [9] - In 2024, H3C launched 147 new products for international markets, achieving various global certifications [9] Group 5: Industry Recognition - H3C received two National Science and Technology Progress Awards, including a first-class award for the next-generation internet source address verification technology [11] - The company aims to leverage its core technology and international vision to strengthen its leadership position in the AI sector [11]

Investment Rating - The report maintains a "Recommendation" rating for the company, indicating an expectation that the stock will outperform the market by 10% to 20% over the next six months [12]. Core Views - The company has accelerated its AI full-stack layout and is continuously expanding its international market presence [1]. - In 2024, the company achieved operating revenue of 79.024 billion yuan, a year-on-year increase of 2.22%, while the net profit attributable to shareholders decreased by 25.23% to 1.572 billion yuan [3][6]. - The first quarter of 2025 saw a significant revenue increase of 22.25% year-on-year, reaching 20.79 billion yuan, although net profit still declined by 15.75% to 349 million yuan [3][6]. Summary by Sections Financial Performance - In 2024, the company reported operating revenue of 79.024 billion yuan, with a slight growth of 2.22% year-on-year. The net profit attributable to shareholders was 1.572 billion yuan, down 25.23% [3][6]. - For the first quarter of 2025, the company achieved operating revenue of 20.79 billion yuan, reflecting a year-on-year growth of 22.25%, while net profit was 349 million yuan, a decrease of 15.75% [3][6]. Market Position - The company maintains leading market shares in several product categories, including 38.2% in the Chinese enterprise network switch market, 31.1% in the Ethernet switch market, and 28.5% in the enterprise WLAN market [6]. - The company’s subsidiary, H3C, reported a revenue increase of 26.07% in the first quarter of 2025, with domestic enterprise business revenue growing by 37.49% [6][7]. Future Outlook - The company is focusing on building an integrated AI empowerment platform and enhancing its capabilities in computing power and application deployment [9]. - The revenue forecast for 2025-2027 indicates a recovery in net profit, with expected figures of 2.032 billion yuan in 2025, 2.470 billion yuan in 2026, and 3.081 billion yuan in 2027 [9][10].

Investment Rating - The report maintains a "Recommended" rating for the company, indicating a positive outlook based on its potential to benefit from AI-driven demand for computing power and accelerated overseas expansion [4]. Core Insights - In 2024, the company achieved a revenue of 79.024 billion yuan, a year-on-year increase of 2.22%, while the net profit attributable to shareholders decreased by 25.23% to 1.572 billion yuan [1]. - The first quarter of 2025 saw a significant revenue growth of 22.25% year-on-year, reaching 20.79 billion yuan, although net profit declined by 15.75% to 349 million yuan [1]. - The company is experiencing strong short-term performance support due to a substantial increase in contract liabilities and inventory, driven by robust demand from downstream clients and proactive inventory management in response to supply chain uncertainties [3]. Summary by Sections Financial Performance - In 2024, the company's revenue was 79.024 billion yuan, with a growth rate of 2.22%. The net profit attributable to shareholders was 1.572 billion yuan, reflecting a decline of 25.23% [6]. - For the first quarter of 2025, revenue reached 20.79 billion yuan, marking a 22.25% increase year-on-year, while net profit was 349 million yuan, down 15.75% [1][6]. Business Segments - The domestic government enterprise business generated 44.239 billion yuan in 2024, up 10.96%, while international business revenue grew by 32.44% to 2.916 billion yuan [2]. - In Q1 2025, the domestic government enterprise business saw a 37.49% increase, contributing 12.255 billion yuan, and international business revenue surged by 71.83% to 1.051 billion yuan [2]. Cost and Profitability - The gross margin for 2024 was 2.23%, down 2.21 percentage points, while Q1 2025 gross margin was 15.7%, a decline of 4.3 percentage points [4]. - Financial expenses increased significantly by 410.87% to 386 million yuan, primarily due to rising interest expenses and exchange losses [4]. Future Outlook - The company forecasts net profits of 2.103 billion yuan, 2.718 billion yuan, and 3.166 billion yuan for 2025, 2026, and 2027, respectively, with corresponding PE ratios of 33, 26, and 22 [6][4]. - The company plans to advance its H-share listing to enhance capital strength and support global expansion [4].