中信建投证券股份有限公司 关于 紫光股份有限公司 重大资产购买实施情况 之 独立财务顾问核查意见 独立财务顾问 二〇二四年九月 独立财务顾问声明 中信建投证券股份有限公司接受紫光股份有限公司董事会的委托，担任本次 紫光股份有限公司重大资产购买之独立财务顾问。 根据《公司法》《证券法》《重组管理办法》《公开发行证券的公司信息披露 内容与格式准则第 26 号——上市公司重大资产重组》等法律法规的相关规定， 按照证券行业公认的业务规范，本着诚实守信、勤勉尽责的精神，遵循独立、客 观、公正的原则，在认真审阅相关资料并充分了解本次交易行为的基础上，本独 立财务顾问出具了本核查意见。 1、本核查意见所依据的文件、材料由本次交易相关各方提供，本次交易相 关各方已承诺所提供文件和材料真实、准确和完整，不存在虚假记载、误导性陈 述或者重大遗漏。本独立财务顾问不承担由此引起的任何风险责任。 2、本独立财务顾问已按照规定履行尽职调查义务，有充分理由确信所发表 的专业意见与上市公司披露的文件内容不存在实质性差异。 3、本核查意见不构成对上市公司的任何投资建议或意见，对投资者根据本 核查意见作出的任何投资决策可能产生的风险，本独立财务 ...

Investment Rating - The report maintains a "Buy" rating for the company [4][7]. Core Viewpoints - The company achieved a revenue of 37.95 billion yuan in H1 2024, representing a year-on-year growth of 5.29%. The net profit attributable to shareholders was 1 billion yuan, a decrease of 2.13% year-on-year. The non-recurring net profit was 894 million yuan, an increase of 5.78% year-on-year [3]. - The company completed the acquisition of a 30% stake in its subsidiary, Xinhua San, which is expected to enhance profitability and strengthen core competitiveness [3]. - The company is actively expanding its overseas channels and has established 17 representative offices globally, covering regions such as Europe, Asia, Africa, and Latin America [3]. Financial Performance Summary - For the fiscal year 2023, the company reported a revenue of 77.308 billion yuan, with a year-on-year growth of 4.4%. The projected revenues for 2024, 2025, and 2026 are 87.206 billion yuan, 97.228 billion yuan, and 106.204 billion yuan, respectively, with growth rates of 12.8%, 11.5%, and 9.2% [2]. - The net profit attributable to shareholders for 2023 was 2.103 billion yuan, with projections of 2.336 billion yuan, 2.833 billion yuan, and 3.256 billion yuan for the following years, reflecting growth rates of -2.5%, 11.1%, 21.3%, and 14.9% [2]. - The gross margin is expected to improve from 19.6% in 2023 to 20.7% by 2026, while the return on equity (ROE) is projected to increase from 6.2% to 7.9% over the same period [2]. Strategic Developments - The company is focusing on the intelligent computing market and has launched several new products and solutions, including the Lingxi Intelligent Computing Solution and the G7 series modular heterogeneous computing servers [3]. - The acquisition of Xinhua San is anticipated to bolster the company's earnings per share and enhance its competitive edge in the market [3].

Investment Rating - The investment rating for the company is "Outperform the Market" [2] Core Views - The report highlights a significant increase in Q2 performance, with a year-on-year revenue growth of 5.29% to 37.951 billion yuan and a net profit of 1 billion yuan, showing a slight decline of 2.13% [6][7] - The acquisition of the remaining 30% stake in Xinhua San has been completed, increasing the company's ownership from 51% to 81%, which is expected to enhance Xinhua San's growth potential and profitability [7] - Revenue projections for 2024-2026 are estimated at 86.484 billion yuan, 98.077 billion yuan, and 111.459 billion yuan respectively, with net profits expected to reach 2.526 billion yuan, 3.622 billion yuan, and 4.349 billion yuan [7][8] Summary by Sections Financial Performance - In H1 2024, the company reported a revenue of 37.951 billion yuan, with a Q2 revenue of 20.945 billion yuan, reflecting a quarter-on-quarter increase of 23.16% [6] - The gross profit margin for Q2 was 18.28%, down 1.47 percentage points from the previous year [6] - The company’s inventory increased by 53.75% year-on-year to 30.473 billion yuan, indicating rapid growth in stock levels [6] Business Segments - The ICT infrastructure and services segment generated 26.154 billion yuan in revenue, up 5.43% year-on-year, with a gross margin of 24.37% [6][10] - The IT product distribution and supply chain services segment saw a revenue of 13.616 billion yuan, with a year-on-year growth of 6.26% [10] Valuation and Forecast - The report provides a valuation range for 2024 based on a PE ratio of 30-35 times, suggesting a fair value range of 26.50 yuan to 30.91 yuan per share [7][8] - The projected EPS for 2024, 2025, and 2026 are 0.88 yuan, 1.27 yuan, and 1.52 yuan respectively [8][11]

Investment Rating - The investment rating for the company is "Buy" (maintained) [7] Core Views - The completion of the acquisition of a 30% stake in H3C Holdings Limited marks a new development phase for the company, enhancing its decision-making efficiency and operational flexibility [11] - The acquisition is expected to significantly increase the company's net profit attributable to shareholders, with the corresponding profit from the 30% stake in H3C amounting to 546 million yuan, representing 54.60% of the company's net profit for the same period [11] - The company anticipates revenue growth from 2024 to 2026, with projected revenues of 83.61 billion yuan, 91.83 billion yuan, and 99.67 billion yuan, respectively, reflecting year-on-year growth rates of 8.16%, 9.82%, and 8.54% [11] Summary by Sections Financial Data - The total share capital is 2,860.08 million shares, with a market capitalization of 53,826.70 million yuan [7] - The company's net asset per share is 12.09 yuan, and the debt-to-asset ratio stands at 53.74% [7] - The company's revenue for the first half of 2024 reached 26.428 billion yuan, a year-on-year increase of 5.75%, with a net profit of 1.820 billion yuan [11] Earnings Forecast and Valuation - The forecasted net profit attributable to shareholders for 2024, 2025, and 2026 is 2.301 billion yuan, 3.914 billion yuan, and 4.513 billion yuan, respectively, with corresponding growth rates of 9.41%, 70.09%, and 15.31% [11] - The earnings per share (EPS) are projected to be 0.80 yuan, 1.37 yuan, and 1.58 yuan for the years 2024, 2025, and 2026, respectively, with a three-year compound annual growth rate (CAGR) of 28.98% [11] - The company is positioned as a leader in the new generation of cloud computing infrastructure and industry smart application services, expected to gather new growth momentum through product innovation and international cooperation [11]

股票简称：紫光股份 股票代码：000938 公告编号：2024－054 紫光股份有限公司 2024 年 9 月 5 日 董 事 会 关于重大资产购买之标的资产完成交割的公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 紫光股份有限公司（以下简称"公司"）全资子公司紫光国际信息技术有限公司 （以下简称"紫光国际"）与 H3C Holdings Limited 及 Izar Holding Co（以下合称"交 易对方"）于 2024 年 5 月 24 日签署了《经修订和重述的卖出期权行权股份购买协议》 （以下简称"《股份购买协议》"），紫光国际以支付现金的方式向 H3C Holdings Limited 购买所持有的新华三集团有限公司（以下简称"新华三"）29%股权，以支付 现金的方式向 Izar Holding Co 购买所持有的新华三 1%股权，合计以 2,142,834,885.00 美元购买新华三 30%股权（以下简称"标的资产"）（以下简称"本次交易"）。本次 交易相关事项已经公司第八届董事会第三十八次会议、第八届监事会第十八次会议、 第九届董事会第 ...

Investment Rating - The report maintains a "Buy" rating and lowers the target price to 28.70 CNY [3][5][16]. Core Views - The company's semi-annual report shows stable growth, with innovative product models and continuous improvement in gross margins for core businesses. The rapid growth of overseas business is expected to drive performance beyond expectations [3][12]. - The company achieved a revenue of 37.95 billion CNY in the first half of 2024, a year-on-year increase of 5.29%, and a net profit attributable to shareholders of 1.00 billion CNY, with a year-on-year decrease of 2.13% due to a significant reduction in government subsidies [3][4]. - The core subsidiary, Xinhua San, reported a revenue of 26.43 billion CNY, a year-on-year increase of 5.75%, and a net profit of 1.82 billion CNY, reflecting strong operational performance [3][4]. Financial Summary - Revenue and profit forecasts for 2024-2026 are as follows: - Revenue: 85.36 billion CNY (2024), 93.97 billion CNY (2025), 103.71 billion CNY (2026) [13][14]. - Net profit attributable to shareholders: 2.49 billion CNY (2024), 2.93 billion CNY (2025), 3.37 billion CNY (2026) [13][14]. - EPS: 0.87 CNY (2024), 1.02 CNY (2025), 1.18 CNY (2026) [13][14]. Market Position and Growth Drivers - The company maintains leading market shares in various segments, including 34.8% in Ethernet switches and 36.5% in enterprise network switches in China [3][12]. - The overseas business is expanding rapidly, with significant growth in self-owned brand sales across 17 regions, contributing to a new growth engine for the company [3][12]. Valuation - The report employs both PE and PS valuation methods, concluding a reasonable market value of 82.07 billion CNY, corresponding to a target price of 28.70 CNY based on a PE of 33 times for 2024 [16][18].

股票简称：紫光股份 股票代码：000938 公告编号：2024－053 紫光股份有限公司 3、召开方式：现场投票表决与网络投票相结合的方式 2024 年第二次临时股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 特别提示： 1、 本次股东大会未出现否决提案的情形。 2、 本次股东大会不涉及变更前次股东大会决议的情形。 一、会议召开和出席情况 1、召开时间： 现场会议召开日期和时间：2024 年 9 月 2 日（星期一）下午 14 时 30 分 网络投票时间：2024 年 9 月 2 日。其中，通过深圳证券交易所交易系统进行投票 的具体时间为：2024 年 9 月 2 日上午 9:15-9:25，9:30-11:30 和下午 13:00-15:00 期间 的任意时间；通过互联网投票系统进行网络投票的起止时间为 2024 年 9 月 2 日 9:15- 15:00 期间的任意时间。 2、召开地点：北京市海淀区紫光大楼一层 118 会议室 4、召集人：公司第九届董事会 5、主持人：董事长于英涛 6、 会议的召开符合有关法律、行政法规、部门规章、规范性 ...

Investment Rating - The investment rating for the company is "Buy - A" with a target price of 26.17 CNY, representing a 30x dynamic P/E ratio for 2024 [5][10]. Core Views - The company reported a revenue of 37.951 billion CNY in the first half of 2024, a year-on-year increase of 5.29%, while the net profit attributable to shareholders was 1 billion CNY, a decrease of 2.13% [2]. - The company is actively progressing in a major asset acquisition, intending to purchase a total of 30% equity in New H3C Group, which is expected to enhance its operational capabilities [2][8]. - The company is focusing on enhancing its full-stack capabilities in computing power and connectivity to meet the demands of AIGC applications, launching innovative solutions in various technology areas [4][7]. Financial Performance - The company achieved a revenue of 26.428 billion CNY from its subsidiary New H3C in the first half of 2024, marking a 5.75% increase year-on-year, with an operating profit of 1.996 billion CNY, up 12.91% [3]. - The company has optimized its organizational structure and improved operational efficiency, resulting in a 12.99% decrease in period expenses year-on-year [3]. - The company is expected to benefit from the growth in information technology infrastructure demand driven by AIGC and a recovery in downstream demand, with projected revenues of 87.045 billion CNY, 98.322 billion CNY, and 111.482 billion CNY for 2024, 2025, and 2026 respectively [9][10]. Market Position - The company holds leading market shares in various segments, including 34.8% in Ethernet switches, 36.5% in enterprise network switches, and 41.6% in campus switches in China [3]. - The company has been involved in over 190 smart city projects and has served more than 10,000 enterprises in their digital transformation efforts, including over 300 Fortune 500 companies [3]. Strategic Initiatives - The company is implementing a "1+N" large model strategy to deepen AIGC technology innovation and enhance its application capabilities [7]. - The launch of the Aofei computing power platform 3.0 aims to support heterogeneous computing resource management, enhancing operational efficiency in AI data asset management [7].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected stock price increase of over 15% relative to the industry index in the next six months [2][8]. Core Views - The company is leveraging opportunities in AIGC (Artificial Intelligence Generated Content) to drive steady revenue growth, with a focus on enhancing its product offerings across various sectors including networking, computing, security, storage, and cloud services [3][4]. - In the first half of 2024, the company reported revenue of 37.951 billion yuan, a year-on-year increase of 5.29%, while the net profit attributable to shareholders was 1 billion yuan, a decrease of 2.13% [3][4]. - The company has implemented a comprehensive "cloud-network-security-computing-storage-end" business strategy, which has led to the development of innovative solutions and significant project wins in various sectors, including government and finance [4][8]. Financial Summary - The company's revenue is projected to grow from 77.308 billion yuan in 2023 to 86.817 billion yuan in 2024, reflecting a year-on-year growth rate of 12.3% [2][10]. - The net profit attributable to shareholders is expected to increase from 2.103 billion yuan in 2023 to 2.414 billion yuan in 2024, representing a growth rate of 14.8% [2][10]. - The company's EPS (Earnings Per Share) is forecasted to rise from 0.74 yuan in 2023 to 0.84 yuan in 2024 [2][10]. Business Development - The company has successfully launched a financial intelligent computing network solution and an AIGC large model solution, enhancing its capabilities across various application scenarios [8]. - The subsidiary, Xinhua San, achieved revenue of 26.428 billion yuan in the first half of 2024, with a net profit of 1.820 billion yuan, showcasing strong performance in domestic and international markets [3][4]. - The company is actively expanding its overseas market presence, securing key projects in countries such as Singapore and Spain [8].

Investment Rating - The report maintains a "Recommendation" rating for the company [2][8] Core Views - The company achieved stable revenue growth with a 5.29% year-on-year increase in revenue, reaching 37.951 billion yuan in the first half of 2024 [5][7] - The net profit attributable to shareholders decreased by 2.13% year-on-year to 1 billion yuan, but showed improvement in quarterly performance [5][8] - The company is a leading player in the domestic ICT infrastructure industry, with significant market shares in various product categories [5][8] - The company is actively leveraging its dual foundation of computing power and connectivity to capitalize on opportunities in the large model industry [8] Financial Performance Summary - Revenue for the first half of 2024 was 37.951 billion yuan, with quarterly revenues of 17.006 billion yuan and 20.945 billion yuan, reflecting growth rates of 2.89% and 7.32% respectively [5][6] - The net profit for the first half of 2024 was 1 billion yuan, with quarterly net profits of 414 million yuan and 587 million yuan, showing a year-on-year change of -5.76% and 0.60% respectively [5][6] - The company’s gross margin for the first half of 2024 was 19.03%, a decrease of 1.29 percentage points year-on-year [5][6] - The company’s operating expenses decreased by 12.99% year-on-year, with an expense ratio of 13.62%, down 2.86 percentage points [5][6] Market Position and Business Development - The company holds the top market share in several product categories, including Ethernet switches (34.8%), enterprise network switches (36.5%), and enterprise WLAN (30.3%) [5][8] - The subsidiary, Xinhua San, achieved revenue of 26.428 billion yuan in the first half of 2024, marking a 5.75% year-on-year increase [7][8] - The international business of Xinhua San also saw growth, with revenue reaching 1.198 billion yuan, a 9.51% increase year-on-year [7][8] Future Outlook - The company is expected to benefit from the growth of the large model industry, with adjusted profit forecasts for 2024-2026 being 2.316 billion yuan, 2.840 billion yuan, and 3.507 billion yuan respectively [8][10] - The company is actively pursuing the acquisition of a 30% minority stake in Xinhua San, which is anticipated to enhance its core competitiveness [8][10]