一、会议的基本情况 1、股东会届次：2025年第一次临时股东会 2、股东会的召集人：公司董事会 3、股东会召开的合法、合规性：公司第三届董事会第二十一次会议审议通 过了《关于召开公司2025年第一次临时股东会的议案》。本次股东会会议召开符 合有关法律、行政法规、部门规章、规范性文件和《公司章程》的规定。 证券代码：300921 证券简称：南凌科技 公告编号：2025-024 南凌科技股份有限公司 关于召开2025年第一次临时股东会的通知 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。 根据南凌科技股份有限公司（以下简称"公司"）于2025年7月21日召开第三 届董事会第二十一次会议决议，公司定于2025年8月7日（星期四）在公司总部会 议室召开2025年第一次临时股东会。现将本次股东会有关事项通知如下： 4、股东会召开的日期、时间 （1）现场会议召开时间：2025 年 8 月 7 日（星期四）14:30 （2）网络投票时间：2025 年 8 月 7 日（星期四） 其中，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 8 月 7 日 9:15 ...

证券代码：300921 证券简称：南凌科技 公告编号：2025-020 经审议，监事会认为：根据《公司法》《证券法》《上市公司章程指引》《关 于新<公司法>配套制度规则实施相关过渡期安排》等法律、法规及规范性文 件的规定，同时结合公司实际情况，公司不再设置监事会，监事会职权由董 事会审计委员会行使。同时，公司 2024 年度权益分派方案于 2025 年 6 月 17 日 实施完毕，公司总股本由 131,691,805 股变更为 183,797,487 股；注册资本由 13,169.1805 万元变更为 18,379.7487 万元。基于上述公司实际情况，根据《公司 法》《上市公司章程指引》《深圳证券交易所创业板股票上市规则》《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》等法律 法规及规范性文件的相关规定，为进一步完善公司治理结构，公司结合相关 规定及实际情况，拟对《公司章程》中的相关条款进行修订。 该议案尚需提交公司股东会审议。 1 南凌科技股份有限公司 第三届监事会第十九次会议决议公告 本公司及监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 ...

证券代码：300921 证券简称：南凌科技 公告编号：2025-019 南凌科技股份有限公司 第三届董事会第二十一次会议决议公告 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。 南凌科技股份有限公司（以下简称"公司"）第三届董事会第二十一次会 议通知于 2025 年 7 月 10 日（星期四）以书面或邮件方式向公司全体董事发 出，会议于 2025 年 7 月 21 日（星期一）在公司总部会议室以现场结合通讯的 表决方式召开。公司董事会成员 7 人，实际出席董事会 7 人，分别为：陈树林 先生、蒋小明先生、陈金标先生、刘青女士、陈永明先生、张凡先生、毛杰 先生，公司监事及高级管理人员列席了会议。本次会议的召集、召开和表决 程序符合相关法律法规以及《公司章程》的规定，会议形成的决议合法有效。 经全体参会董事认真讨论，会议审议并形成如下决议： 一、审议通过《关于公司董事会换届选举暨提名第四届董事会非独立董事 候选人的议案》 表决情况：7票同意、0票反对、0票弃权、0票回避； 经审议，公司全体董事认为：鉴于公司第三届董事会任期届满，根据 《中华人民共和国公司法》《公司 ...

Financial Performance - In Q1 2025, the company's revenue was 131.33 million yuan, a year-on-year decrease of 23.38% [2] - The net profit attributable to the parent company was 3.33 million yuan, a year-on-year increase of 174.70% [2] - The gross margin for Q1 2025 was 33.11%, an increase of 6.33 percentage points compared to Q1 2024 [2] Customer Base and Stability - The top five downstream customer industries in 2024 included manufacturing (23.45%), information transmission, software and IT services, wholesale and retail, and finance [2][3] - The company has established long-term stable relationships with most clients, indicating high customer loyalty [3] Service Offerings and Market Position - The company provides SD-WAN global networking services, cloud security integration (SASE), and multi-cloud interconnection to meet the digital transformation needs of the manufacturing sector [3] - As of Q1 2025, the company has signed over 70 channel partners, including telecom operators and cloud service providers, to enhance its service offerings [4] Network Infrastructure - By the end of 2024, the company had established 76 global network nodes across 35 cities in China and 11 countries, supporting Chinese enterprises' international expansion [5] - The company collaborates with 66 overseas operators to provide diverse network and security solutions [5] Competitive Advantages - The company is the first A-share listed enterprise in the IP-VPN service segment, offering cloud security integration services based on its proprietary SD-WAN and SASE technologies [6] - It differentiates itself from basic telecom operators by being a neutral third-party service provider, combining resources from multiple operators [6] Employee Incentives and Future Plans - The company has completed two phases of its equity incentive plan and plans to implement further incentive mechanisms to attract and retain talent [7] - The company completed a share buyback plan in September 2023, repurchasing 1,427,600 shares, approximately 0.78% of its total share capital [8] Expansion Strategies - The company considers investments, acquisitions, and mergers as important strategies for external expansion to enhance business scale and market share [7]

Investment Rating - The report maintains a "Recommended" rating for the telecommunications industry, considering the sustained high prosperity of the sector driven by AI, 5.5G, and satellite communications [2][5]. Core Insights - The overall market performance for the week (June 29 - July 5, 2025) saw the Shanghai Composite Index rise by 1.40%, the Shenzhen Component Index by 1.25%, and the ChiNext Index by 1.50%. However, the telecommunications sector experienced a slight decline of 0.10% [2][10]. - Within the telecommunications sub-sectors, the highest increase was seen in the communication cables and accessories, which rose by 1.02%, while other communication equipment faced the largest decline of 2.49% [2][13]. - Notable individual stock performances included Nanling Technology with a rise of 17.08%, *ST Gaohong at 15.06%, and Yongding Co., Ltd. at 10.65% [2][15]. Summary by Sections Market Overview - The telecommunications sector's index experienced a minor decline of 0.10% during the reporting week, contrasting with the overall market's positive performance [10]. - The communication cables and accessories sub-sector led the gains with a 1.02% increase, while other communication equipment saw a decline of 2.49% [13][14]. Key Developments - Oracle's CEO announced a strong start to the 2026 fiscal year, with multi-cloud database revenue maintaining over 100% growth and a significant cloud service agreement expected to generate over $30 billion annually starting in the 2028 fiscal year [3]. - The AI technology's maturation is accelerating the growth of cloud services, which is expected to expand the demand for computing hardware and cloud infrastructure [3]. - The U.S. has lifted restrictions on chip design software exports to China, which may impact the EDA market and the competitive landscape for domestic EDA companies [21]. Company Announcements - No significant announcements were reported for the telecommunications sector during the week of June 29 - July 5, 2025 [22]. - Upcoming announcements for the week of July 6 - July 12, 2025, include no major events or unlocks for the telecommunications companies [23].

Market Overview - On July 4, A-shares showed mixed performance with the three major indices fluctuating. The total trading volume reached 1.45 trillion yuan, an increase of 121 billion yuan compared to the previous trading day, with over 4,100 stocks declining [1] - Market focus was on stablecoins, digital currencies, and cross-border payment sectors, while banking and gaming sectors strengthened. Energy metals and small metals sectors experienced declines [1] Stock Performance - A total of 39 stocks hit the daily limit up, with 10 stocks achieving consecutive limit ups. The limit up rate was 65% (excluding ST and delisted stocks) [3] - Notable stocks included Chengbang Co., which saw a significant drop after hitting the limit up, while innovative drug concept stock Seli Medical achieved a limit up for the fourth consecutive day [3] Key Stocks and Trading Data - **Shenzhou Cell**: Increased by 16.46% with a trading volume of 20.17 million shares and a total transaction value of 1.63 billion yuan. Institutional net buying amounted to 156 million yuan [18] - **Jingxin Pharmaceutical**: Rose by 10.02% with a trading volume of 8.74 million shares and a total transaction value of 1.49 billion yuan. The company focuses on innovative drugs and medical devices [9][10] - **Hengbao Co.**: Engaged in financial technology and digital currency, with a focus on expanding overseas markets. The company reported overseas revenue of 93.62 million yuan, accounting for 10.37% of total revenue [12] - **Jingbeifang**: Engaged in stablecoin and digital currency sectors, recently signed a strategic cooperation agreement to enhance financial technology innovation [15] Institutional Trading - The top three net buying stocks by institutions were Shenzhou Cell, Hengbao Co., and Nanling Technology, with net purchases of 156 million yuan, 98.35 million yuan, and 91.73 million yuan respectively [6] - The top three net selling stocks were Haoshanghao, Jingbeifang, and Yingfangwei, with net sales of 110 million yuan, 105 million yuan, and 72.72 million yuan respectively [6] Summary of Key Companies - **Jingxin Pharmaceutical**: Focuses on the mental health sector and has a first-class innovative drug expected to be listed in March 2024, with plans to enter the medical insurance payment directory [9][10] - **Hengbao Co.**: Involved in financial technology and digital security, with a focus on digital currency innovation and expanding into overseas markets [12] - **Jingbeifang**: Actively participates in the construction of key digital currency systems for major state-owned banks and aims to innovate in financial technology [15]

Group 1 - The institutional trading board featured 25 stocks, with 11 experiencing net buying and 14 facing net selling [1] - The top three stocks with the highest institutional buying were Xice Testing (68.63 million), Nanling Technology (28.48 million), and Longyang Electronics (21.19 million) [1] - Nanling Technology saw a significant price increase of 19.98% on the trading day [2] Group 2 - Alibaba Group announced plans to issue zero-coupon exchangeable bonds totaling approximately 12 billion HKD, maturing in 2032, with proceeds aimed at cloud computing infrastructure and international e-commerce development [3] - Nanling Technology is a member of Alibaba Cloud's authorized service center and maintains a strong partnership with Alibaba Cloud in providing integrated "cloud + network" services for digital upgrades [3] - Hopu Co., Ltd. is involved in the drafting of the "Trusted Blockchain Entity Asset Trusted On-chain Technology Specification," marking a new standardization phase for Real World Assets (RWA) [3] - The company Wanlin Shulian, in which Hangzhou Garden participates, focuses on blockchain application services, including product traceability and certification [4]

Core Viewpoint - The A-share computing hardware sector is experiencing strong performance, driven by the rapid development of artificial intelligence technology and positive market expectations from overseas markets like Nvidia [1][2]. Group 1: Market Performance - The A-share computing hardware sector has shown robust performance, with companies like Huadian and Jingwang Electronics reaching historical highs [1]. - Yihua New Materials' stock surged over 10%, while Jin'an Guoji successfully hit the daily limit [1]. - Several other stocks, including Aoshikang and Dongcai Technology, also recorded gains exceeding 5% [1]. Group 2: Industry Drivers - The computing hardware industry is benefiting from the rapid growth of AI technology, with PCB playing a crucial role in AI servers and high-performance computing systems [1]. - The demand for high-end PCBs is surging, leading to increased demand for upstream high-end materials, creating a supply-demand imbalance [1]. Group 3: Supply Chain Dynamics - There is a growing scarcity of high-layer and high-density interconnect (HDI) capacity, as well as a shortage of high-end material supply in the industry chain [1]. - This supply-demand imbalance presents opportunities for related companies to achieve explosive growth in performance [1]. Group 4: Infrastructure Demand - The demand for computing infrastructure is continuously increasing, with leading domestic and international manufacturers ramping up efforts to meet the surging demand for computing power [2]. - The ASIC market's growth expectations are being continuously revised upward, supporting the high prosperity of the PCB industry chain [2].

Group 1: Company Overview and Business Model - South Ling Technology is the first A-share listed company in the IP-VPN technology service segment [2] - The company provides integrated cloud and network security services based on its self-developed SD-WAN and SASE technologies [3] - The primary clients are foreign enterprises, joint ventures, and private companies, differentiating from basic telecom operators [2] Group 2: Partnerships and Collaborations - The company has signed over 70 channel partners as of Q1 2025, including telecom operators and cloud service providers [4] - Deep collaboration with major telecom operators like China Unicom and China Telecom is underway to create a dedicated network for state-owned enterprises [4] - The company aims to develop a "Monitoring as a Service" (MaaS) model to meet the needs of state-owned enterprises for unified network management [4] Group 3: AI Integration and Opportunities - AI is reshaping the industry, creating new opportunities across the supply chain [5] - By 2029, 60% of Chinese enterprises are expected to integrate AI into their main products and services, driving revenue growth [6] - The company has implemented AI models for internal data processing and operational efficiency, significantly improving operational processes [6] Group 4: Cost Structure and Efficiency Measures - In 2024, the main business costs were: local network costs (37.17%), backbone network costs (22.54%), and operational expenses (17.87%) [7] - The company has initiated cost optimization efforts, with a gross margin of 33.11% in Q1 2025, an increase of 6.33 percentage points year-on-year [8] - Continuous monitoring of accounts receivable is in place, with a slight decrease of 0.46% in 2024, indicating manageable risk levels [8] Group 5: Future Outlook and Reporting - The company plans to disclose its 2025 semi-annual report by the end of August [8] - Ongoing discussions on market value management to enhance investor returns and stabilize stock prices [8]

Core Viewpoint - The legal opinion letter from Shanghai Landing Law Firm confirms that the cancellation of certain restricted stocks under the 2022 Restricted Stock Incentive Plan of Nanling Technology Co., Ltd. has been properly authorized and complies with relevant laws and regulations [1][10][12]. Group 1: Implementation of the Incentive Plan - The legal opinion letter was issued to support the implementation of the 2022 Restricted Stock Incentive Plan, which involves various legal documents and approvals [1][2][3]. - The company has conducted necessary meetings and obtained approvals from the board and supervisory board regarding the incentive plan and its implementation [4][5][6]. Group 2: Cancellation of Restricted Stocks - A total of 1,222,200 restricted stocks are to be canceled, which includes 33,850 stocks from three departing employees and 1,188,350 stocks that did not meet performance criteria [10][11]. - The cancellation is based on the company's failure to meet the performance trigger values for the third vesting period of the initially granted stocks and the second vesting period of the reserved stocks [10][11]. Group 3: Compliance and Disclosure - The legal opinion asserts that the reasons for cancellation, the number of stocks canceled, and the disclosure of related information comply with the Company Law, Securities Law, and other relevant regulations [12]. - The company is required to disclose the board and supervisory board resolutions related to the cancellation of restricted stocks in a timely manner [12].