二〇二五年十月 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 北京市中伦律师事务所 关于锐捷网络股份有限公司 2025 年第一次临时股东大会的 法律意见书 法律意见书 致：锐捷网络股份有限公司 北京市中伦律师事务所（以下简称"本所"）接受锐捷网络股份有限公司（以 下简称"公司"）委托，指派本所律师对公司 2025 年第一次临时股东大会（以下 简称"本次股东大会"）的合法性进行见证并出具本法律意见书。 本所及本所律师依据《中华人民共和国证券法》（以下简称"《证券法》"）、 《律师事务所从事证券法律业务 ...

证券代码：301165 证券简称：锐捷网络 公告编号：2025-036 锐捷网络股份有限公司 2025 年第一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议案的情形。 2、本次股东大会不涉及变更以往股东大会已通过的决议。 （一）会议召开情况 1、会议召开时间 （1）现场会议时间：2025 年 10 月 16 日（星期四）下午 14:30。 （2）网络投票时间：2025 年 10 月 16 日。其中，通过深圳证券交易所交易 系统进行网络投票的时间为 2025 年 10 月 16 日上午 9:15-9:25，9:30-11:30 和下 午 13:00-15:00；通过深圳证券交易所互联网投票系统进行网络投票的时间为 2025 年 10 月 16 日上午 9:15 至下午 15:00。 2、现场会议召开地点：福建省福州市闽侯县高新区新港大道 33 号星网锐捷 科技园 B 栋 16 层公司会议室 3、会议召开方式：本次股东大会采取现场投票与网络投票相结合的方式。 一、会议召开和出席情况 4、会议召集人： ...

Investment Rating - The overall investment rating for the communication sector is "Buy" for several key companies, including ZTE Corporation, StarNet, and Ruize Technology, among others [6][9][16]. Core Insights - The communication sector is expected to see a 15% year-on-year growth in net profit for Q3 2025, with a significant 73% growth when excluding the three major operators and ZTE Corporation [1][12]. - The telecom operators are projected to maintain steady profit growth, with a 5% increase in net profit year-on-year [2][12]. - The AI computing demand is anticipated to drive growth in the IDC sector, with a 10% increase in net profit expected [2][12]. - The optical communication segment is expected to experience a remarkable 167% year-on-year growth in net profit, driven by high demand for 800G optical modules [3][12]. - The IoT sector is projected to see a 3% increase in net profit, with specific companies like Ruize Technology expected to perform well [4][12]. - The fiber optic cable segment is expected to recover, with a 14% increase in net profit, benefiting from stable pricing and increased demand [5][12]. Summary by Sections Telecom Operators - The telecom operators' net profit is expected to grow by 5% year-on-year, with cumulative telecom business revenue reaching 1,182.1 billion yuan from January to August 2025, a 0.8% increase [2][12]. AI Computing and IDC - The IDC sector is projected to benefit from the growing demand for intelligent computing centers, with a 10% increase in net profit expected [2][12]. Optical Communication - The optical communication segment is expected to see a 167% year-on-year increase in net profit, driven by strong demand for 800G optical modules and the anticipated growth of 1.6T optical modules [3][12]. IoT - The IoT sector is expected to achieve a 3% increase in net profit, with specific companies like Ruize Technology and others showing strong performance [4][12]. Fiber Optic Cables - The fiber optic cable segment is expected to see a 14% increase in net profit, supported by stable pricing and increased demand from global data center construction [5][12]. Key Recommendations - Recommended stocks include Ruize Technology, StarNet, ZTE Corporation, and others, with target prices reflecting strong growth potential [9][16].

Core Insights - The company's data center switch revenue grew by 110% year-on-year in 25H1, contributing to over 50% of total revenue, which accelerated overall performance growth [1][2]. Financial Performance - The company reported a revenue of 6.649 billion yuan in 25H1, representing a year-on-year increase of 31.84%, primarily driven by data center switch contributions [2]. - Data center switch revenue reached 3.539 billion yuan, continuing its doubling growth trend [2]. - Network equipment revenue was 5.841 billion yuan, up 46.58% year-on-year, while network security product revenue was 212 million yuan, increasing by 19.14% [2]. - The overall gross margin decreased by 2.79 percentage points to 33.19%, influenced by the gross margin of data center switches at 20.79%, which fell by 6.85 percentage points [3]. - The net profit for 25H1 was 452 million yuan, a significant increase of 194% year-on-year, with a net profit margin of 8.38%, nearing the quarterly high since the company went public in 2022 [3]. Future Outlook - The company has raised its performance expectations, forecasting revenues of 14.659 billion yuan, 17.857 billion yuan, and 21.274 billion yuan for 2025-2027, with net profits of 1.082 billion yuan, 1.599 billion yuan, and 2.122 billion yuan respectively [2]. - The company maintains an "outperform" rating with a target price of 108.78 yuan based on a 2025 PE ratio of 80 times [2].

Core Viewpoint - Ruijie Networks experienced a decline of 4.39% in stock price on October 10, with a trading volume of 714 million yuan, indicating potential market volatility and investor sentiment concerns [1]. Financing Summary - On October 10, Ruijie Networks had a financing buy-in amount of 45.89 million yuan, while the financing repayment was 75.12 million yuan, resulting in a net financing outflow of 29.22 million yuan [1]. - The total financing and securities balance for Ruijie Networks reached 487 million yuan as of October 10, with the financing balance accounting for 5.78% of the circulating market value, indicating a high level of financing activity compared to the past year [1]. - The securities lending data showed that 800 shares were repaid on October 10, with no shares sold, and the remaining securities lending balance was 2.98 million shares, reflecting a high level of borrowing activity [1]. Business Performance - As of June 30, Ruijie Networks reported a total of 25,500 shareholders, a decrease of 13.22% from the previous period, while the average circulating shares per person increased by 61.32% to 3,746 shares [2]. - For the first half of 2025, Ruijie Networks achieved a revenue of 6.649 billion yuan, representing a year-on-year growth of 31.84%, and a net profit attributable to shareholders of 452 million yuan, which is a significant increase of 194% year-on-year [2]. Dividend and Shareholding Structure - Since its A-share listing, Ruijie Networks has distributed a total of 1.117 billion yuan in dividends [3]. - As of June 30, 2025, the largest circulating shareholder was Dongfang Alpha Advantage Industry Mixed A, holding 3.2388 million shares, an increase of 1.4856 million shares from the previous period [3]. - New institutional shareholders included E Fund Growth ETF and Invesco Great Wall Industry Trend Mixed A, indicating a shift in the shareholder base [3].

Investment Rating - The report maintains an "Outperform" rating for the company, with a target price of RMB 108.78 based on a 2025 PE of 80x [4][8]. Core Insights - The company's data center business has exceeded expectations, contributing significantly to revenue growth, with a 110% year-on-year increase in data center switch revenue [4][8]. - The overall revenue for 2025 is projected to be RMB 14.66 billion, with net profit attributable to shareholders expected to reach RMB 1.08 billion [4][8]. - The company has shown improved net profit margins and effective cost control, leading to a significant increase in net profit for 2025H1 [4][8]. Financial Summary - Total revenue for 2023A was RMB 11.54 billion, with projections of RMB 11.70 billion for 2024A, RMB 14.66 billion for 2025E, RMB 17.86 billion for 2026E, and RMB 21.27 billion for 2027E, reflecting a growth rate of 25.3% in 2025E [3][4]. - Net profit attributable to shareholders for 2023A was RMB 401 million, expected to rise to RMB 1.08 billion in 2025E, indicating an 88.4% increase [3][4]. - The gross profit margin (GPM) for the company is projected to be 33.19% in 2025, down 2.79 percentage points year-on-year, influenced by the product mix [4][8]. Revenue Breakdown - In 2025H1, the company reported revenue of RMB 6.65 billion, a 31.84% increase year-on-year, primarily driven by data center switches [4][8]. - Network equipment revenue reached RMB 5.84 billion, up 46.58% year-on-year, while network security product revenue increased by 19.14% to RMB 212 million [4][8]. - Cloud desktop revenue, however, saw a decline of 16.90% year-on-year, totaling RMB 189 million [4][8]. Profitability Metrics - The net profit margin (NPM) for 2025H1 was reported at 8.38%, nearing the quarterly high since the company's listing in 2022 [4][8]. - The company has successfully reduced its expense ratios across various categories, contributing to the improved profitability [4][8].

Investment Rating - The report suggests to continue focusing on investment opportunities within the communication industry [2] Core Insights - The communication industry showed steady revenue growth and accelerated profitability in H1 2025, with total revenue reaching 1785.003 billion yuan, a year-on-year increase of 10.07%, and net profit attributable to shareholders at 160.432 billion yuan, up 11.26% year-on-year [4][7] - The AI computing industry chain is expected to continue accelerating its development in 2025, benefiting the communication industry [17][19] Summary by Sections H1 2025 Performance Overview - The communication industry achieved a total revenue of 1785.003 billion yuan in H1 2025, with a year-on-year growth of 10.07%, and a net profit of 160.432 billion yuan, reflecting an 11.26% increase [4][7] Segment Performance Changes - In H1 2025, the optical module and device segment reported revenue of 47.988 billion yuan, a year-on-year increase of 64.88%, and net profit of 10.876 billion yuan, up 111.99% [25] - The communication PCB segment achieved revenue of 57.249 billion yuan, a year-on-year increase of 37.66%, and net profit of 8.058 billion yuan, up 80.79% [31] - The network equipment segment generated revenue of 507.111 billion yuan, a year-on-year increase of 28.86%, with net profit of 19.184 billion yuan, up 19.57% [37] AI Industry Chain Investment - Major overseas cloud companies are expected to maintain optimistic growth in capital expenditures, with a total of 95 billion USD in Q2 2025, reflecting an 82.96% year-on-year increase [17] - Companies like Oracle and Nvidia are showing strong growth prospects in their AI-related businesses, with Oracle's unfulfilled revenue reaching 455 billion USD, a year-on-year increase of 359% [22][19]

Core Insights - In September 2025, a total of 47 listed companies in Shanghai, Shenzhen, and Beijing announced changes to their auditing firms, indicating a significant shift in the auditing landscape [3][6]. Group 1: Changes in Auditing Firms - Notable changes include companies like Xiaoxin Environment switching from Xinyong Zhonghe to Deloitte, and Jian Tai Technology moving from Zhonghua to PwC Zhongtian [4][5]. - The audit fees for 2024 for these companies varied, with Xiaoxin Environment paying 4.96 million yuan and Jian Tai Technology paying 4.5 million yuan [4]. Group 2: Client Changes Among Audit Firms - The firm with the largest decrease in clients was Lixin, losing 7 clients, while Rongcheng gained the most clients, increasing by 6 [6][8]. - The detailed statistics show that Lixin and Rongcheng were the most affected firms in terms of client changes, reflecting a competitive shift in the auditing market [6][9].

Group 1 - The company Ruijie Networks (301165) confirmed on October 9 that it had previously procured software products from Oracle Corporation, but currently has no other business dealings with the company [1]

Core Viewpoint - Ruijie Networks (301165.SZ) is engaging in technical exchanges and cooperation with Moore Threads, primarily in the cloud desktop sector [1] Group 1 - The collaboration focuses on the cloud desktop field, indicating a strategic partnership aimed at enhancing technological capabilities [1]