中际旭创股份有限公司 2025 年度独立董事述职报告 （屈文洲） 本人作为中际旭创股份有限公司（以下简称"公司"或"中际旭创"）的独立董 事，严格按照《公司法》《上市公司独立董事规则》《深圳证券交易所上市公司自律监 管指引第 2 号——创业板上市公司规范运作》《上市公司治理准则》等法律、法规、 规范性文件和《公司章程》《独立董事工作制度》的规定，在 2025 年度任职期间，勤 勉、忠实地履行职责，一方面按时出席相关会议，积极审议各项议案，充分发挥独立 董事及专门委员会委员的作用，维护公司和股东的合法权益，促进公司规范运作；另 一方面发挥自身的专业优势，积极关注公司的经营发展并提出合理意见和建议。现就 本人 2025 年度履职情况汇报如下： 一、独立董事的基本情况 （一）个人履历 本人屈文洲，1972 年 6 月出生，中国国籍，无境外永久居留权，博士研究生学历， 中国注册会计师（CPA）、美国特许金融分析师（CFA）。1995 年 7 月-2000 年 8 月， 历任厦门建发信托投资公司海滨证券营业部投资信息部主任、投资银行部经理；2003 年 9 月-2005 年 7 月清华大学经济管理学院博士后（方向：工商 ...

本人战淑萍，中国国籍，无境外永久居留权，1956 年 7 月出生，本科学历，注册 会计师。历任烟台农业学校、烟台财会中专教师、山东乾聚会计师事务所副所长、天 同证券公司投行部首席会计师、山东东方海洋科技股份公司财务总监、董事、副总经 理等职务；曾任山东隆基机械股份有限公司独立董事、山东丽鹏股份有限公司独立董 事、山东恒邦冶炼股份有限公司独立董事、山东益生种畜禽股份有限公司独立董事、 上海热像科技股份有限公司独立董事。2021 年 9 月至今担任公司独立董事。 中际旭创股份有限公司 2025 年度独立董事述职报告 （战淑萍） 本人作为中际旭创股份有限公司（以下简称"公司"或"中际旭创"）的独立董 事，严格按照《公司法》《上市公司独立董事规则》《深圳证券交易所上市公司自律监 管指引第 2 号——创业板上市公司规范运作》《上市公司治理准则》等法律、法规、 规范性文件和《公司章程》《独立董事工作制度》的规定，在 2025 年度任职期间，勤 勉、忠实地履行职责，一方面按时出席相关会议，积极审议各项议案，充分发挥独立 董事及专门委员会委员的作用，维护公司和股东的合法权益，促进公司规范运作；另 一方面发挥自身的专业优势，积 ...

中际旭创股份有限公司 董事及高级管理人员薪酬管理制度 第一章 总则 第一条 为进一步完善中际旭创股份有限公司（以下简称"中际旭创"或"公 司"）治理结构，加强和规范公司董事和高级管理人员（以下简称"高管"）薪 酬的管理，建立和完善有效的激励与约束机制，充分调动董事和高管的工作积极 性和创造性，持续提升公司的经营管理效益，根据《中华人民共和国公司法》《中 华人民共和国证券法》《上市公司治理准则》《深圳证券交易所创业板股票上市 规则》等有关法律法规和《中际旭创股份有限公司章程》（以下简称《公司章程》） 的规定，结合公司实际情况，制定本制度。 第二条 本制度所称董事、高级管理人员是指由股东会选举或董事会聘任的 董事、总裁、副总裁、财务总监、董事会秘书以及《公司章程》规定的其他高级 管理人员。 第三条 公司董事和高管的薪酬以公司经营与综合管理情况为基础，根据经 营计划完成情况、分管工作职责及工作目标完成情况、个人履职及发展情况相结 合进行综合考核确定，应当与市场发展相适应，与公司经营业绩、个人业绩相匹 配，与公司可持续发展相协调。 第四条 公司应当结合行业水平、发展策略、岗位价值等因素合理确定董事、 高级管理人员和普 ...

Financial Performance - The company has reported a comprehensive financial report for the fiscal year 2025, covering the period from January 1, 2025, to December 31, 2025 [11]. - The company's operating revenue for 2025 reached ¥38.24 billion, a 60.25% increase from ¥23.86 billion in 2024 [16]. - Net profit attributable to shareholders for 2025 was ¥10.80 billion, representing a 108.78% increase from ¥5.17 billion in 2024 [16]. - The cash flow from operating activities for 2025 was ¥10.90 billion, a significant increase of 244.31% compared to ¥3.16 billion in 2024 [16]. - The total assets at the end of 2025 amounted to ¥45.29 billion, reflecting a 56.89% growth from ¥28.87 billion at the end of 2024 [16]. - The company achieved operating revenue of 38.24 billion yuan, a year-on-year increase of 60.25% [77]. - Operating profit reached 13.60 billion yuan, up 124.74% compared to the previous year [77]. - The net cash flow from operating activities surged by 244.31% to ¥10,896,126,160.03, driven by increased sales collections [95]. Dividend Distribution - The company plans to distribute a cash dividend of 10 RMB per 10 shares to all shareholders, totaling approximately 1.11 billion RMB based on 1,111,118,334 shares [4]. - The company has not proposed any stock bonus distribution, maintaining a focus on cash dividends [4]. - The company plans to distribute a cash dividend of RMB 5.00 per 10 shares, totaling RMB 552,350,262.00 for the 2024 fiscal year [171]. - For the 2025 semi-annual profit distribution, the company will distribute a cash dividend of RMB 4.00 per 10 shares, totaling RMB 444,447,333.60 [172]. - The total cash dividend for the year, including other methods, is RMB 1,555,565,667.60, representing 100% of the distributable profit [175]. Operational Strategy - The company focuses on high-end optical communication transceiver modules, serving clients in cloud computing data centers, data communication, and 5G networks [25]. - The company employs a "make-to-order" production model, adjusting production based on customer orders to enhance efficiency and meet specific client needs [29]. - The company is committed to continuous technological innovation, aiming to enhance product performance in terms of speed, miniaturization, and energy efficiency [25]. - The company is positioned to benefit from the rapid growth in AI applications, with a significant increase in token consumption driving demand for computing power [34]. - The company aims to leverage its R&D capabilities to develop new products that meet evolving market demands and customer needs [148]. Market Position and Growth - The company has achieved a leading position in market share and shipment volume within the industry, reinforcing its competitive advantage [25]. - Major cloud service providers are increasing capital expenditures, with a projected 64% year-over-year increase to $118.6 billion in Q4 2025, indicating a robust market for the company's products [38]. - The global data communication optical module market is expected to reach $22.8 billion by 2026, with a compound annual growth rate (CAGR) of 20% from 2025 to 2030 [44]. - The demand for 800G and 1.6T optical modules is projected to dominate the market, with a combined market size of $14.6 billion by 2026, accounting for approximately 64% of the overall optical module market [45]. Research and Development - The R&D department has successfully developed multiple core technologies, improving product quality and reducing production costs, thereby enhancing profitability [31]. - Research and development expenses increased by 29.84% to approximately $1.62 billion, driven by higher employee compensation and material costs [91]. - The number of R&D personnel increased by 49.28% from 1,453 in 2024 to 2,169 in 2025, with a notable rise in the number of PhD holders by 105.26% [92]. - The company aims to increase R&D investment in next-generation optical interconnect technologies to maintain its competitive edge in the rapidly evolving optical module market [111]. Corporate Governance - The board of directors has confirmed the accuracy and completeness of the annual report, ensuring no misleading statements or significant omissions [4]. - The board of directors consists of 8 members, including 4 independent directors, and has established four specialized committees to enhance governance [127]. - The company has implemented an internal audit system to monitor daily operations and provide improvement suggestions [128]. - The management team addressed investor concerns regarding supply chain issues and market rumors during multiple communication sessions [119]. Employee Relations - The company emphasizes employee training and career planning, aiming to enhance employee skills through a systematic training mechanism [168]. - The total compensation for directors and senior management in 2025 amounted to CNY 12.936 million [154]. - The company has established a comprehensive human resources management system, including training and promotion mechanisms [193]. - The company is committed to protecting employee rights and maintaining stable job positions in compliance with labor laws [193]. Risk Management - The company is facing potential operational risks, which are detailed in the management discussion and analysis section of the report [4]. - The company faces risks from macroeconomic fluctuations and intensified market competition, which could impact profitability if demand for optical modules decreases [113]. - The company has a robust supplier selection mechanism to mitigate risks related to supply chain stability and ensure the availability of core materials [116]. Compliance and Legal - The company has committed to avoiding competition with its own subsidiaries and will not control any other businesses that engage in similar activities as its controlled enterprises [197]. - The company guarantees to adhere to fair market principles in transactions with related parties, ensuring no preferential treatment is given [198]. - The company has fulfilled all necessary legal procedures regarding foreign investment, foreign exchange, and tax regulations in China, with no existing legal risks [200].

Investment Rating - The report maintains a "Buy" rating for several key companies in the telecommunications and commercial aerospace sectors, including China Telecom, Arista Networks, and others [8][36]. Core Insights - SpaceX plans to submit an IPO application soon, targeting a June 2026 listing with a fundraising goal exceeding $75 billion, which could become the largest IPO in history [2][12]. - The commercial aerospace sector is expected to experience significant catalytic events in 2026, with a focus on SpaceX's IPO process, domestic companies like Blue Arrow Aerospace accelerating their IPOs, and the first flights of reusable rockets [1][11]. - The report emphasizes the importance of the upcoming SpaceX IPO as a potential revaluation catalyst for the commercial aerospace sector, suggesting that the sector's investment value is becoming increasingly apparent [15]. Summary by Sections Market Overview - The telecommunications index fell by 1.42% last week, while the Shanghai Composite Index and Shenzhen Component Index decreased by 1.09% and 0.76%, respectively [1][11]. Key Companies and Developments - The report highlights a favorable outlook for the telecommunications industry, particularly focusing on AI computing chains and commercial aerospace [3]. - Key recommended stocks include: - Walden Materials (002130 CH) with a target price of 43.21 - China Telecom (601728 CH) with a target price of 8.16 - Arista Networks (ANET US) with a target price of 166.30 - StarNet Ruijie (002396 CH) with a target price of 36.33 - Ruijie Networks (301165 CH) with a target price of 102.99 - China Mobile (600941 CH) with a target price of 114.30 - New Yisheng (300502 CH) with a target price of 476.71 - Zhongji Xuchuang (300308 CH) with a target price of 626.68 - Guanghuan New Network (300383 CH) with a target price of 18.87 [36]. SpaceX and Commercial Aerospace - SpaceX's valuation is reported at $1.75 trillion, with a projected 2025 revenue of $15-16 billion, primarily driven by its Starlink business [2][13]. - The report notes that SpaceX's IPO will reshape the global commercial aerospace valuation landscape, with domestic companies also accelerating their development [14]. Investment Recommendations - The report suggests that investors should take advantage of the current valuation range and focus on core suppliers in satellite manufacturing, rocket launches, and satellite operations as the commercial aerospace sector experiences significant growth and event-driven opportunities in 2026 [15].

Summary of Conference Call Notes Industry Overview - The CPO (Co-Packaged Optics) industry is accelerating, with significant investment opportunities in optical communication expected by 2027 [1] - The GPU shipment forecast for 2027 has been revised upwards to 50-60 million units, driving the expected shipment of 1.6T optical modules to over 75 million units, with 3.2T entering trial production [1][2] Key Insights and Arguments - TSMC's CoWoS capacity is increasingly directed towards NVIDIA and Google, with supply expected to rise to 1-1.2 million wafers for NVIDIA and 500,000-600,000 wafers for Google by 2027 [1][2] - The valuation of Zhongji Xuchuang and Xinyi Sheng is projected to be around 10 times, with performance growth outpacing stock price increases, indicating a favorable cost-performance ratio for investment [1][3] - CPO packaging yield has reached 90%, but overall yield remains at 50%-60% due to micro-ring process and thermal management limitations, with large-scale production expected to commence in 2027 [1][4] Market Dynamics - The short-term target for CPO is to replace traditional copper cables in the scale-up layer, while the scale-out layer remains focused on pluggable optical module applications, indicating no immediate threat to traditional optical module manufacturers [1][5] - Google's AI investment strategy has shifted to aggressive spending, with OCS (Optical Circuit Switching) demand expected to rise significantly, projecting OCS shipments of 50,000-60,000 units in 2027, with potential for further upward revision [1][5] Investment Opportunities - Core targets in the CPO sector include Tianfu Communication and Juguang Technology, while OCS focuses on Tengjing Technology and Fuzhijing Technology, with Zhongji Xuchuang and Xinyi Sheng maintaining strong positions in the traditional market [1][6][7] - The development of CPO technology is not expected to significantly impact traditional pluggable optical module markets in the near term, as the core incremental market for CPO is distinct from that of traditional modules [1][5] Additional Considerations - The anticipated growth in GPU shipments is directly linked to the demand for supporting optical modules, highlighting the interconnectedness of these technologies [2] - The successful resolution of remaining technical challenges in CPO production will be crucial for its large-scale adoption, with 2027 being a pivotal year for the industry [4]

Market Overview - On March 27, all four major indices closed higher, with the Shanghai Composite Index rising by 0.63% to 3913.72, the Shenzhen Component Index increasing by 1.13% to 13760.37, the ChiNext Index up by 0.71% to 3295.88, and the STAR Market Index gaining 1.54% to 1662.72 [3][4]. Sector Performance - The lithium battery sector experienced a significant surge, with energy metals, chemical pharmaceuticals, and innovative drug sectors leading the gains. Conversely, the electricity, insurance, and banking sectors saw declines [4]. - Notable gainers in the lithium sector included companies like Yongshan Liye (+10.05% to 11.72), Shengxin Lithium Energy (+10.00% to 42.23), and Rongjie Co. (+10.00% to 78.00) [5]. - The electricity sector faced adjustments, with companies such as Guangdong Power A (-7.34% to 6.94) and Hunan Development (-7.22% to 16.96) experiencing significant losses [6]. Capital Flow - There was a net inflow of capital into sectors such as non-ferrous metals, electronics, and biomedicine, while public utilities, banking, and transportation sectors saw net outflows [7]. - Specific stocks with notable net inflows included Ganfeng Lithium (15.32 billion), Shenjian Co. (8.36 billion), and Dongfang New Energy (8.02 billion) [7]. Institutional Insights - According to Caixin Securities, the market may exhibit a structural differentiation in thematic sectors in the near term [9]. - CITIC Securities forecasts that oil transportation companies are expected to achieve record profits in 2026 [10]. - Huatai Securities anticipates that the global supply-demand balance for lithium carbonate will remain tight [11].

Market Overview - The total margin balance in the Shanghai and Shenzhen markets is 26,165.5 billion, showing a slight decrease of 0.04% compared to the previous period [1] - The financing amount for the last trading day is 1,761.6 billion, which represents a significant decline of 14.58% [1] Industry Insights - The top 20 industries by margin balance include: - Semiconductor: 192.49 billion - Securities: 140.23 billion - Communication Equipment: 104.72 billion - Battery: 84.78 billion - Banking: 78.06 billion - Software Development: 75.23 billion - Military Equipment: 63.81 billion - Automotive Parts: 63.74 billion - Consumer Electronics: 61.18 billion - Photovoltaic Equipment: 60.69 billion - IT Services: 60.12 billion - Components: 59.09 billion - Power: 56.05 billion - Complete Vehicles: 49.46 billion - General Equipment: 47.84 billion - Chemical Pharmaceuticals: 47.74 billion - Industrial Metals: 47.36 billion - Optical Electronics: 45.77 billion - Computer Equipment: 43.08 billion - Insurance: 42.72 billion [3] Individual Stock Insights - The top five stocks by financing amount for the last trading day are: - Xinyi Technology: 2.8 billion, with a financing buy ratio of 16.41% and a price drop of 4.03% - Zhongji Xuchuang: 2.45 billion, with a financing buy ratio of 14.86% and a price drop of 2.26% - Huagong Technology: 1.72 billion, with a financing buy ratio of 11.60% and a price drop of 8.98% - Tianfu Communication: 1.71 billion, with a financing buy ratio of 12.91% and a price increase of 2.17% - Shenghong Technology: 1.41 billion, with a financing buy ratio of 18.00% and a price increase of 0.92% [5]

Summary of Key Points from the Conference Call Industry Overview - **Industry**: AI Networking and Optical Communication - **Event**: OFC 2026 (Optical Fiber Conference) - **Market Dynamics**: The AI networking market is experiencing a long runway for growth driven by significant investments from major global AI players in large language models (LLMs) and increasing AI inference workloads. This trend is expected to continue through a multi-year technology upgrade cycle [1][2] Core Insights - **Market Growth**: - The optical communication market is at an inflection point with accelerated growth. Existing growth engines, such as pluggable transceivers, represent a market opportunity of USD 50 billion, while new growth engines like Optical Circuit Switch (OCS) and Co-packaged Optics (CPO) could add over USD 20 billion to the total addressable market (TAM) [1] - Lumentum's management projects its TAM will grow from USD 18 billion to USD 90 billion over the next five years, driven by advancements in scale-across, scale-up, and the OCS market [1] - **Technological Advancements**: - Next-generation 3.2T optical transceivers are nearing commercialization, expected to launch in late 2027 or early 2028. Major players are preparing their supply chains, showcasing advanced technologies such as 400G EML chips and optical engines [2] - TeraHop, a subsidiary of InnoLight, has introduced the industry's first 12.8T XPO transceiver module based on Silicon Photonics (SiPh) technology [2] - **Supply Chain Challenges**: - Supply bottlenecks persist in the high-end optical chip segment, with Lumentum's Indium Phosphide (InP) capacity expected to double by the end of 2026 and again by the end of 2027. Despite this, demand is projected to outpace supply, with an estimated demand-supply gap of 25%-30% [3] Emerging Technologies - **CPO and NPO**: - NVIDIA is advancing its CPO roadmap, with significant developments expected in both scale-out and scale-up networks. The scale-up CPO market could be 3 to 4 times larger than the initial scale-out market [6] - Cloud service providers (CSPs) are exploring NPO solutions, which offer more flexibility compared to CPO [5] - **Optical Fiber Innovations**: - High-end optical fibers, including multi-core and hollow-core fibers, are gaining attention due to increasing demands for higher bandwidth and lower latency [7] - Corning and Prysmian showcased innovative fiber solutions at OFC, highlighting the importance of optical fibers in AI networking [7] Market Projections - **OCS Market Growth**: - The global OCS market is projected to grow from approximately USD 400 million in 2025 to over USD 2.5 billion by 2029, reflecting a CAGR of 58% driven by AI demand [34] - Accelink and Eoptolink demonstrated their latest OCS products at OFC, indicating a push towards commercialization [34] Key Players and Products - **Zhongji InnoLight**: - Rated as a "Buy" with a target price of CNY 799.00, the company is recognized for its leadership in the global optical transceiver market and is expected to benefit from upcoming transceiver upgrades [49][50] - **Broadcom**: - Showcased a range of products aimed at AI clusters, including its first 400G/lane optical DSP and advanced optical solutions for both 1.6T and 3.2T transceivers [24][25] - **Other Notable Companies**: - Companies like Semtech, Macom, and Accelink are also making strides in high-speed copper and optical solutions, showcasing their latest technologies at the conference [8][43] Conclusion - The AI networking and optical communication sectors are poised for significant growth, driven by technological advancements and increasing demand for high-speed data transmission. Key players are actively preparing for the next generation of optical transceivers and solutions, while supply chain challenges remain a critical focus for the industry.

Investment Rating - The industry investment rating is "Positive" and maintained [12] Core Insights - The communication sector rose by 1.96% in the 11th week of 2026, ranking first among major industries, and has increased by 6.8% since the beginning of the year, ranking seventh [2][5] - GTC 2026 sees NVIDIA's introduction of the "Five Cabinet" inference solution, leading to significant growth in Scale-out optical interconnects [6] - OFC 2026 anticipates exponential growth in the AI-driven optical communication industry, with leading companies accelerating capacity expansion and multiple technology paths such as CPO, NPO, OCS, and XPO being implemented [7][10] - Domestic cloud providers are adjusting AI service pricing due to surging AI demand and rising supply chain costs [9] Summary by Sections Market Performance - In the 11th week of 2026, the communication sector's performance was highlighted, with significant individual stock movements, including a 26.8% increase for Yuanjie Technology and a 15.5% decrease for Fenghuo Communication [5] GTC 2026 Developments - NVIDIA forecasts that orders for the Blackwell and Rubin platforms will reach $1 trillion by 2027, doubling the previous estimate of $500 billion for 2026 [6] - The hardware aspect includes the release of Groq 3 LPU chips and Groq 3 LPX inference cabinets, achieving a total cabinet computing power of 315 PFLOPS [6] OFC 2026 Projections - The optical communication industry is expected to grow exponentially, with AI optical communication's total addressable market (TAM) projected to increase from $18 billion to over $90 billion from 2025 to 2030, reflecting a CAGR of approximately 40% [7] - InP chip demand is expected to grow at a CAGR of 85% from 2026 to 2030, with significant capacity expansions planned by major players [7] Technology Advancements - The industry is on the brink of entering the single-channel 400G era, with companies like Zhongji Xuchuang and Xinyi Sheng launching new optical modules and products [8] Pricing Adjustments by Cloud Providers - Major cloud providers in China, including Tencent Cloud and Alibaba Cloud, have significantly raised prices for AI services, with increases ranging from 5% to 34% [9]