股东大会法律意见书 中国 深圳 福田区 益田路6001号太平金融大厦11、12楼 邮政编码：518038 11/12F., TAIPING FINANCE TOWER, NO. 6001 YITIAN ROAD, SHENZHEN, P.R. CHINA 电话(Tel.)：(0755) 88265288 传真(Fax.)：(0755)88265537 网址（Website）：https://www.sundiallawfirm.com 广东信达律师事务所 关于深圳市德明利技术股份有限公司 2024 年年度股东大会 法 律 意 见 书 信达会字（2025）第145号 致：深圳市德明利技术股份有限公司 根据《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》《上市公司股东会规则》（以下简称《规则》）、《上市公司治理准 则》（以下简称《治理准则》）等法律法规、规范性文件以及现行有效的《深圳 市德明利技术股份有限公司章程》（以下简称《公司章程》）的规定，广东信达 律师事务所（以下简称"信达"）接受深圳市德明利技术股份有限公司（以下简 称"贵公司"或"公司"）的委托，指派沈琦雨律师、李翼律师（以下 ...

证券代码：001309 证券简称：德明利 公告编号：2025-038 深圳市德明利技术股份有限公司 2024 年年度股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或者重大遗漏。 特别提示： 1、本次股东大会未出现否决议案的情形； 2、本次股东大会不涉及变更前次股东大会决议的情形； 3、本次股东大会审议各项议案时对中小投资者的表决单独计票。中小投资 者是指除公司董事、监事、高级管理人员以及单独或者合计持有公司 5%以上股 份的股东以外的其他股东。 一、会议召开和出席情况 （一）会议召开情况 1、会议时间： （1）现场会议召开时间：2025 年 5 月 16 日（星期五）15︰00 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的具体时 间为：2025 年 5 月 16 日 9:15-9:25，9:30-11:30，13:00-15:00；通过深圳证券 交易所互联网投票系统投票的具体时间为：2025 年 5 月 16 日 9:15-15:00 期间 任意时间。 2、会议召开方式：本次会议采取现场表决与网络投票相结合的方式。 3、现场会议地点：深圳 ...

Group 1: Product Development and Market Strategy - The company emphasizes the importance of domestic storage product localization, with a focus on integrating self-developed firmware and domestic storage chips, which has already been validated by key clients and integrated into the supply chain [2] - The differentiation of enterprise-level products is achieved through continuous technological innovation and high-standard testing lines, enhancing performance, compatibility, and reliability [3] - The embedded storage business has seen rapid growth, particularly in the mobile sector, with successful entry into the supply chains of well-known brands, driving significant sales growth [4] Group 2: Consumer Storage Products and Future Plans - The company has expanded its product matrix to include a variety of consumer storage products, such as PCIe5.0 and PCIe4.0 SSDs, DDR5 and DDR4 memory, and various embedded storage solutions [5] - Future plans involve leveraging self-developed controller chip technology to optimize product performance and quality, while exploring new consumer scenarios like AI PCs and smart wearables [6] Group 3: Market Trends and Inventory Management - The storage industry is entering a phase of improved supply-demand balance and value recovery, driven by supply chain optimization and technological innovation [7] - The company anticipates a stable recovery in storage prices throughout 2025, following a period of inventory reduction and product upgrades [8] - The inventory strategy remains neutral, with adjustments made to enhance inventory turnover and support the growth of new clients and products [9]

Investment Rating - The report maintains a "Buy" rating for the company, with a market price of RMB 126.11 and a sector rating of outperforming the market [2][4]. Core Insights - The company has shown significant revenue and profit growth in 2024, driven by a recovery in storage market prices and breakthroughs in high-end products, indicating potential for accelerated growth [4][6]. - The company is expected to benefit from a recovery in storage prices and an expanding downstream market, with strategic planning likely to yield results in the medium to long term [6][9]. Financial Performance Summary - The company achieved a revenue of RMB 4,773 million in 2024, representing a year-on-year growth of 168.7%, and a net profit of RMB 351 million, up 1,302.3% year-on-year [8][9]. - For 2025, the company is projected to generate revenues of RMB 7,263 million and a net profit of RMB 526 million, with corresponding PE ratios of 38.8 [6][8]. - The company's gross margin for 2024 was 17.75%, an increase of 1.09 percentage points year-on-year, while the net profit margin was 7.35%, up 5.94 percentage points year-on-year [9]. Market Dynamics - The storage market is expected to stabilize and gradually recover in 2025, with emerging demands from AI and automotive electronics driving growth [9]. - The company is positioned to leverage the trend of domestic storage product localization, enhancing its competitive edge in the market [9].

Group 1: Market Trends and Product Development - The storage industry is entering a phase of supply-demand balance improvement and value recovery, driven by supply chain optimization and technological innovation. Storage prices are expected to show steady recovery throughout 2025 [2][3] - The demand for enterprise storage products is benefiting from rapid developments in AI computing, data centers, and cloud computing, demonstrating strong growth resilience [2][3] - The company focuses on core storage business, achieving product validation breakthroughs in enterprise storage and entering the supply chain of leading customers [2][3] Group 2: Business Model and Customer Collaboration - The company positions its enterprise business as a solution provider, offering customized main control chips, firmware development, and comprehensive supply chain management [3][4] - The enterprise-level team has grown to over 100 members by the end of 2024, emphasizing customer service and high-performance product development [3][4] Group 3: Embedded Storage and SSD Growth - The company has made significant strides in embedded storage, launching products like eMMC, UFS, and LPDDR, with plans to expand into consumer electronics and industrial applications [4][5] - The growth of the SSD business is attributed to market demand responsiveness, product matrix optimization, and leveraging domestic trends and emerging applications [5][6] Group 4: Inventory and Operational Efficiency - The company maintains a neutral inventory strategy, adjusting procurement plans based on market feedback to enhance inventory turnover [6][7] - As of the end of 2024, the company has 846 employees, focusing on optimizing operational efficiency while expanding its workforce [7][8]

华泰联合证券有限责任公司 关于深圳市德明利技术股份有限公司 2024 年度保荐工作报告 | 保荐人名称：华泰联合证券有限责任公司 | 被保荐公司简称：深圳市德明利技术股份有限公司 | | --- | --- | | 保荐代表人姓名：武祎玮 | 联系电话：0755-81902020 | | 保荐代表人姓名：滕强 | 联系电话：0755-81902020 | 一、保荐工作概述 | 项目 | 工作内容 | | --- | --- | | 1.公司信息披露审阅情况 | | | （1）是否及时审阅公司信息披露文件 | 是 | | （2）未及时审阅公司信息披露文件的次数 | 0 | | 2．督导公司建立健全并有效执行规章制度的情况 | | | （1）是否督导公司建立健全规章制度（包括 但不限于防止关联方占用公司资源的制度、 | | | | 是 | | 募集资金管理制度、内控制度、内部审计制 | | | 度、关联交易制度） | | | （2）公司是否有效执行相关规章制度 | 是 | | 3.募集资金监督情况 | | | | 保荐代表人通过募集资金专户开户银行 | | （1）查询公司募集资金专户次数 | 提供的月度对账单逐月 ...

保荐总结报告书 华泰联合证券有限责任公司 关于深圳市德明利技术股份有限公司 首次公开发行股票并在主板上市之保荐总结报告书 | 保荐人名称 | 华泰联合证券有限责任公司 | | --- | --- | | 保荐人编号 | Z26774000 | 2022 年 7 月 1 日，深圳市德明利技术股份有限公司（以下简称"德明利" "发行人"或"公司"）首次公开发行股票并在主板上市，东莞证券股份有限公 司（以下简称"东莞证券"）作为公司首次公开发行 A 股股票的保荐人，根据 相关规定，东莞证券履行首次公开发行 A 股股票的持续督导工作，持续督导期 限至 2024 年 12 月 31 日。 公司于 2023 年 7 月 25 日召开 2023 年第三次临时股东大会审议通过《关于 公司 2023 年度向特定对象发行股票预案的议案》等相关议案，根据股东大会授 权，公司聘请华泰联合证券有限责任公司（以下简称"华泰联合证券"）担任公司 2023 年度向特定对象发行股票的保荐人，并与华泰联合证券签订了《深圳市德 明利技术股份有限公司与华泰联合证券有限责任公司关于 2023 年度向特定对象 发行股票之保荐协议》（以下简称"《保荐协议 ...

Investment Rating - The report maintains a "Buy" rating for several key companies in the semiconductor and AI sectors, including 中芯国际 (SMIC), 海光信息 (Haiguang), and others, indicating strong growth potential in the domestic AI and computing landscape [5][6]. Core Insights - The domestic AI landscape is witnessing significant advancements with the emergence of models like 豆包 (Doubao) and DeepSeek, which are leading the charge in multi-modal and lightweight AI model development, respectively [1][2]. - The report highlights a shift towards domestic computing power solutions, with chip manufacturers rapidly adapting to the evolving AI ecosystem, particularly through advancements in semiconductor processes and AI training capabilities [2][3]. - There is a notable increase in capital expenditure among cloud computing firms, driven by the rising demand for AI computing infrastructure, which is expected to lead to a "volume and price rise" scenario in the cloud computing market [3][4]. Summary by Sections Section 1: Breakthroughs in Domestic AI Models - 豆包 has emerged as a leading multi-modal model, enhancing capabilities in speech, image, and code processing, with a significant release of its visual understanding model in December 2024 [1][11]. - DeepSeek focuses on lightweight model upgrades, achieving a remarkable cost-performance ratio with its DeepSeek-V3 model, which has 671 billion total parameters and costs only 557.6 million USD, positioning it among the world's top models [1][12]. - The rapid iteration of domestic models, including updates from 通义千问 and others, reflects a competitive landscape that is accelerating the development of AI applications [1][34]. Section 2: Advancements in Domestic Computing Power - 中芯国际 is advancing its semiconductor processes, with N+1 and N+2 technologies being developed to support the growing demand for AI chips, achieving significant performance improvements [2][56]. - The report notes that the domestic chip industry is evolving, with companies like 昇腾 (Ascend) and others making strides in AI training and inference capabilities, thereby reducing reliance on international competitors [2][59]. - The cloud computing sector is experiencing a capital expenditure boom, with companies like 华勤 and 浪潮 rapidly deploying servers that are compatible with domestic computing power solutions [3][4]. Section 3: Infrastructure and Supply Chain Developments - The report emphasizes the need for enhanced computing infrastructure to meet the surging demand for AI applications, with significant investments being made in server and power supply innovations [3][4]. - Innovations in power supply and cooling systems, particularly the shift from traditional air cooling to liquid cooling, are becoming essential to support the increasing power density in data centers [4]. - The report identifies key players in the supply chain, including companies in power supply, cooling, and server manufacturing, that are poised to benefit from the growth of the AI and computing sectors [5].

Summary of Demingli Conference Call Company Overview - Demingli has experienced a fourfold revenue growth since 2021, with revenue increasing from 1 billion to over 4.7 billion, reflecting strong growth momentum driven by embedded storage, enterprise storage, and memory module businesses [2][4][12] - The company's market capitalization has risen from 3 billion at the time of its IPO in 2020 to approximately 21 billion currently [4] Industry Insights - The electronics industry cycle began to reverse in March 2025, earlier than expected, but geopolitical factors have led to a slowdown in demand expectations, necessitating close monitoring of inventory levels and price trends [2][6] - The enterprise storage market is significant, accounting for about 40% of the global storage market, with a clear demand for domestic products due to localization trends [13] Financial Performance - In Q1 2025, Demingli reported revenue exceeding 1.2 billion, a year-on-year increase of 54%, with a notable improvement in gross margin [3][12] - The company plans to achieve a monthly delivery capacity of 100 to 150 million USD by the end of 2025 to meet the needs of large cloud vendors [5][13] Technological Advancements - Demingli has increased its investment in technology and equipment in the enterprise and embedded storage sectors, with successful product deliveries to leading clients [7][10] - The company focuses on integrated circuit design, particularly in resource control, firmware algorithms, and medium research, achieving significant technical advantages in DDR5 memory for enterprise applications [10][11] Market Opportunities - Geopolitical factors have increased the demand for information security and domestic alternatives, benefiting local manufacturers like Changjiang Storage and Changxin, creating opportunities for Demingli [9][22] - The domestic cloud market is projected to have a capacity of approximately 40 to 50 thousand PB, with significant growth expected in AI server demand [24] Challenges and Strategies - Demingli faces challenges in expanding production capacity while ensuring quality and filling capacity effectively. The company emphasizes strict quality control and technology investment to build customer trust [16][19] - The company is transitioning from traditional consumer modules to enterprise storage modules, with a focus on customized services to meet specific client needs [14][20] Future Outlook - Demingli anticipates substantial growth in embedded storage, with expectations of doubling business volume compared to the previous year [27] - The company aims to solidify its position in the storage industry over the next 5 to 10 years, driven by the large-scale application of AI [33] Research and Development - R&D expenses are expected to significantly increase in 2025, with a projected budget of 400 million, nearly double that of the previous year [26] - The company is actively developing new solid-state drive controllers, with plans to launch new products in mid-2025 [31] Conclusion - Demingli is well-positioned to capitalize on market opportunities in the storage sector, with a strong focus on technology, quality, and customer service, aiming for continued growth and market leadership [35]

Group 1: Product Differentiation and Development - The distinction between enterprise-level storage products and consumer-level products lies in customized development, performance orientation, and project-based collaboration, with enterprise products requiring higher performance metrics and deeper service engagement [2] - The company has built a team of over 100 personnel focused on enterprise-level product development by the end of 2024, emphasizing customer needs and high-performance product delivery [4] - A high-standard testing line for enterprise products has been established to ensure reliability and stable supply, addressing core customer demands [3] Group 2: Capacity and Supply Chain Management - The company is enhancing enterprise storage capacity by collaborating with external manufacturers and optimizing its own production lines [4] - A dynamic supply chain management system has been developed, leveraging strategic partnerships with storage manufacturers to ensure material supply stability and increase domestic production rates [4] Group 3: Financial Performance and Growth - In Q1 2025, the company experienced revenue growth driven by an expanded product matrix and successful key business developments, particularly in solid-state drives and embedded memory sales [5] - R&D investment reached CNY 203 million in 2024, a year-on-year increase of 88.14%, with Q1 2025 R&D spending at CNY 58.76 million, up 97.77% year-on-year [8] Group 4: Market Trends and Pricing - Storage prices stabilized in Q1 2025 after adjustments in production capacity by manufacturers, with expectations of a moderate recovery throughout the year [6] - Emerging demands from AI and automotive electronics are identified as key growth drivers, with a trend towards high-performance and high-capacity storage solutions [6] Group 5: Inventory Strategy - The company maintains a neutral inventory strategy, adjusting procurement plans based on market feedback and enhancing inventory turnover to support new business developments [9]