股票简称：中国软件 股票代码：600536 中国软件与技术服务股份有限公司 募集说明书 （注册稿） 保荐人（主承销商） 广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座 二〇二五年五月 中国软件与技术服务股份有限公司 2024 年度向特定对象发行 A 股股票募集说明书 声 明 本公司全体董事、监事、高级管理人员承诺本募集说明书不存在任何虚假记 载、误导性陈述或重大遗漏，并保证所披露信息的真实、准确、完整。 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证 本募集说明书中财务会计报告真实、完整。 证券监督管理机构及其他政府部门对本次发行所作的任何决定，均不表明其 对发行人所发行证券的价值或投资者的收益作出实质性判断或者保证。任何与之 相反的声明均属虚假不实陈述。 根据《证券法》的规定，证券依法发行后，发行人经营与收益的变化，由发 行人自行负责，由此变化引致的投资风险，由投资者自行负责。 中国软件与技术服务股份有限公司 2024 年度向特定对象发行 A 股股票募集说明书 重大事项提示 本公司特别提醒投资者注意下列重大事项或风险因素，并认真阅读本募集说 明书相关章节。本部分所述词语或简称 ...

Core Viewpoint - The article discusses the evolution and strategic significance of Haiguang Information in the Chinese semiconductor industry, highlighting its role in breaking through the X86 architecture dominance and fostering domestic chip development amidst geopolitical tensions [1][2]. Group 1: Haiguang's Strategic Moves - Haiguang's collaboration with AMD in 2016 is noted as a pivotal "technology for market" case, establishing joint ventures to gain permanent X86 architecture licensing and Zen microarchitecture support [3]. - The establishment of Haiguang's R&D system, leveraging expertise from the Chinese Academy of Sciences, aimed to break the cycle of dependency on foreign technology through a structured training approach [3][4]. - The launch of Haiguang's first CPU, Haiguang 1, in 2018 marked a significant milestone, achieving mass production with a 14nm process and compatibility with X86 instruction sets, targeting the financial sector [4]. Group 2: Technological Advancements - Haiguang's subsequent CPUs, including Haiguang 2 and Haiguang 3, demonstrated continuous performance improvements, with the latter achieving a 45% performance increase over its predecessor [5]. - The introduction of the Haiguang 4 in October 2023 further solidified its technological advancements, with each generation showing over 30% performance enhancement [5]. - Haiguang's approach of "architecture licensing - absorption - independent iteration" has created a balance between ecological compatibility and technological control, contributing to a significant increase in the domestic X86 server market [5][6]. Group 3: Market Impact and Ecosystem Development - The rise of Haiguang has influenced international semiconductor regulations, prompting the U.S. to revise export control laws regarding X86 technology transfer to China [6]. - Haiguang's dual strategy of focusing on both CPU and DCU (Deep Learning Computing Unit) development has positioned it well in the rapidly evolving AI computing landscape [8]. - The establishment of the "Light Organization" in 2021 aimed to foster a collaborative ecosystem among over 5,000 members, significantly reducing adaptation costs and enhancing the integration of hardware and software [17][18]. Group 4: Financial Milestones and Future Outlook - Haiguang's IPO in 2022 raised 10.8 billion yuan, marking the largest semiconductor IPO of the year and reflecting strong market confidence in domestic chip development [12]. - The anticipated merger with Zhongke Shuguang aims to deepen integration within the domestic computing power industry, enhancing capabilities across various sectors [19]. - The article concludes that Haiguang's journey exemplifies a shift in the Chinese semiconductor industry from policy-driven to market-driven growth, positioning it as a key player in the global semiconductor landscape [20].

Group 1 - The core viewpoint is that the computer industry is expected to experience dual improvements in performance and valuation due to the accelerated recovery of demand and its role as an important component of new productivity [1] - The development potential of the Xinchuang (信创) industry, a significant segment of the computer sector, is noteworthy, but there are concerns regarding the adaptation progress of basic software and hardware to industry client business systems, which could impact the expansion of Xinchuang into business systems [1] - The Xinchuang ETF (code: 159537) tracks the Guozhen Xinchuang Index (code: CN5075), which is compiled by Shenzhen Securities Information Co., Ltd., selecting listed companies in the software development and computer equipment sectors to reflect the overall performance of high-growth and technologically innovative companies in the Xinchuang industry [1] Group 2 - Investors without stock accounts can consider the Guotai Guozhen Information Technology Innovation Theme ETF Initiated Link C (020279) and the Guotai Guozhen Information Technology Innovation Theme ETF Initiated Link A (020278) [1]

Core Points - The 2025 Nanjing Software Conference will be held from June 17 to 19, focusing on "Industrial Software Empowering Intelligence and Open Source Innovation Empowering" [1] - The conference will feature key reports and innovations in industrial software and related sectors, with participation from leading companies and experts [2][4] Group 1: Highlights of the Conference - Highlight 1: The conference will prominently feature industrial software, with the release of the "China Industrial Software Industry Development Research Report (2025)" and the "Software Industry High-Quality Development Zijin Index (2025)" [2] - Highlight 2: A showcase area will be set up to display achievements in industrial software applications, with over 30 organizations participating to present their innovations and practices [2] - Highlight 3: The conference will host four supply-demand matching activities focused on industrial software, promoting resource aggregation and discussions [3] Group 2: Industry Resource Aggregation - Highlight 1: The conference will unite leading enterprises to host various industry activities related to emerging sectors such as artificial intelligence and intelligent robotics [4] - Highlight 2: Collaborative events with national think tanks will take place, including discussions on software industry development and AI-enabled innovations [4] - Highlight 3: The conference aims to share cutting-edge technologies and foster project collaborations to support industry growth [4] Group 3: Focus on Practical Industry Development - Highlight 1: The conference will showcase the latest developments in key software areas, including EDA software and artificial intelligence [5] - Highlight 2: Significant software projects will be signed during the conference, highlighting the city's advancements in software innovation [5] - Highlight 3: An "Industrial Software Development Ecological Tour" will be organized to promote industry integration and attract investment [5]

Core Insights - The 2025 Nanjing Software Conference is scheduled to take place from June 17 to June 19 in Nanjing [1] - The theme of the conference is "Industrial Software Empowering Intelligence, Open Source Innovation Enabling" [1] - The event will focus on key areas such as industrial software, trusted computing industry, and open source ecology [1] Event Details - The conference will feature a main conference, four major sub-forums, and a software park investment promotion activity [1] - The event aims to promote three major brands: "Trillion Software City," "Industrial Software Looks at Nanjing," and "Harmony City" [1]

Core Viewpoint - The semiconductor ETF (159813) has seen significant trading activity and net subscriptions due to the merger of Haiguang Information and Zhongke Shuguang, which is viewed as a landmark event in the domestic computing power industry consolidation, aligning with national strategies for self-sufficiency and security in technology [1][2]. Group 1: ETF Performance - As of June 9, 2025, the semiconductor ETF (159813) had a trading volume of 3.35 billion yuan and a turnover rate of 6.72%, with a total scale reaching 51.12 billion yuan, marking a three-month high [1]. - The ETF experienced a net subscription of 290 million shares, indicating strong buying interest [1]. - The ETF's top holdings include Haiguang Information, which constitutes over 9% of the ETF, but recent subscription activity has been limited, preventing significant dilution of returns [2]. Group 2: Industry Context - The merger between Zhongke Shuguang and Haiguang Information is seen as a response to the national strategy for self-sufficiency in computing power and aligns with global technology competition needs [2]. - The domestic computing power industry is characterized by a focus on self-control, safety, and reliability, covering key areas such as hardware (chips, servers), software (operating systems, databases), application software, and information security [2]. - The top ten weighted stocks in the National Semiconductor Chip Index (980017) account for 66.85% of the index, highlighting the concentration of investment in leading companies like SMIC and Cambrian [3].

Core Insights - The Chinese disaster recovery market is projected to grow from 5.69 billion yuan in 2023 to 9.27 billion yuan by 2028, indicating a strong demand for data security and disaster recovery solutions [2] - The average compound annual growth rate (CAGR) of the disaster recovery industry in China from 2015 to 2020 was 21.86%, with expectations to reach 51.84 billion yuan by 2025 [2] - The launch of i2Backup V9 by the company aims to provide a comprehensive data protection solution, having already been successfully deployed at major financial institutions [3][4] Company Developments - The company has introduced i2Backup V9, which integrates unified management, intelligent scheduling, and high compatibility across platforms, marking a significant advancement in data backup technology [3] - The company emphasizes its commitment to developing standardized, usable products that cater to both domestic and international markets, moving beyond mere replication of existing solutions [4] - The company reported a total revenue of 190 million yuan for 2024, a decline of 21.65% year-on-year, alongside a net loss of 28.59 million yuan [5] Industry Trends - The digital economy in China reached 53.9 trillion yuan in 2023, with a growth rate of 3.7%, and is expected to expand further, indicating a robust market for software and information technology services [5][6] - The domestic software and information technology service industry is projected to achieve a software business revenue of 1.37276 trillion yuan in 2024, reflecting a year-on-year growth of 10% [5] - The domestic disaster recovery software market is anticipated to grow significantly as the trend of replacing imported software with domestic alternatives continues [6][7]

Core Viewpoint - A significant influx of funds into various ETFs related to the information technology innovation theme has been observed, particularly following the strategic restructuring of companies Zhongke Shuguang and Haiguang Information, which has led to a dramatic increase in ETF sizes and potential investment opportunities [3][4][7]. Fund Inflows and Growth - The Guotai National Certificate Information Technology Innovation ETF saw a net inflow of 1.38629 billion yuan, with its size increasing from 0.8323 billion yuan to 14.98 billion yuan in just nine trading days, marking a growth of over 16 times [3][5][7]. - The Huaxia CSI Information Technology Application Innovation Industry ETF experienced a net inflow of 1.639 billion yuan, with its size growing by 391% during the same period [3][11]. - The Fuguo National Certificate Information Technology Innovation Theme ETF had a net inflow of 0.798 billion yuan, with its size increasing by over 17 times [3][11]. Market Context and Strategic Moves - The influx of funds is attributed to the market's optimistic expectations regarding the stock price increases of Zhongke Shuguang and Haiguang Information following their announced strategic merger [4][12]. - The restructuring is seen as a significant strategic move within China's computing industry, with implications for both companies and the broader domestic semiconductor sector [7][12]. Investor Behavior and Risks - Investors are utilizing ETFs as a means to gain exposure to the anticipated price increases of the underlying stocks, effectively using them as a vehicle for arbitrage [10][12]. - However, the rapid growth in ETF sizes may dilute the weight of the underlying stocks, potentially limiting the positive impact on ETF net values if the stocks do not perform as expected upon resumption of trading [12][14]. - Fund managers have issued risk warnings regarding the potential for tracking errors and deviations due to the inability to adjust portfolios in response to the significant changes in fund sizes [5][14].

Core Viewpoint - The AI hardware sector in A-shares has seen a significant rise, with the Xinchuang-themed ETFs performing exceptionally well, highlighted by some ETFs reaching a turnover rate of 100% [1][4]. Group 1: ETF Performance - The turnover rates for various Xinchuang-themed ETFs are as follows: Huabao Xinchuang ETF at 100.11%, Xinchuang ETF Fuguo at 92.99%, Guotai Xinchuang ETF at 81.75%, and Guangfa Xinchuang 50 ETF at 63.29% [1][2]. - The net inflow into Xinchuang-themed ETFs from May 26 to June 4 totaled 30.88 billion yuan, with a single-day net inflow of 16.82 billion yuan on June 4, accounting for over 54% of the total [4][6]. Group 2: Market Dynamics - The surge in funds into Xinchuang-themed ETFs is attributed to the suspension of Haiguang Information and Zhongke Shuguang since May 26, with expectations of their resumption by June 9. Investors are using ETFs to maintain exposure to these stocks during the suspension [8][9]. - Investors anticipate significant price increases upon the resumption of trading for Haiguang Information and Zhongke Shuguang, leading to a strategy of buying ETFs to indirectly hold these stocks [9]. Group 3: Industry Outlook - The Xinchuang industry is viewed as a core area for achieving self-sufficiency in information technology in China, with the market expected to exceed 2 trillion yuan by 2025 [9]. - The merger of Haiguang and Shuguang is seen as a typical case under the national policy encouraging mergers and acquisitions in the semiconductor and AI sectors, which is expected to enhance the competitiveness of the domestic computing power industry [9][10]. - The current state of the Xinchuang industry is characterized by a well-established industrial system, with significant progress in self-controllable AI computing power chips and a robust AI server market [10].

Core Insights - The report highlights a positive outlook for various sectors, with specific companies identified as key investment opportunities based on their performance and market conditions [5][11][15][19][23][27][31][35][39][44]. Company Summaries 招商银行 (China Merchants Bank, 600036) - The bank's Q1 2025 performance showed a decline in revenue and net profit, with operating income at 837.51 billion yuan, down 3.09% year-on-year, and net profit at 372.86 billion yuan, down 2.08% [11]. - The bank maintains a high dividend payout ratio, with a projected dividend of 2 yuan per share for 2024, resulting in a dividend yield of 4.60% based on the May 29 closing price [11]. - The bank's asset quality remains under pressure, particularly in retail loans, with a non-performing loan ratio of 0.94% [11]. 紫金矿业 (Zijin Mining, 601899) - The company reported significant growth in mineral production, achieving 1.07 million tons of copper and 73 tons of gold in 2024, with production costs decreasing [15]. - Zijin Mining's resource reserves are expanding, with successful exploration projects and acquisitions enhancing its market position [15]. - The company expects continued growth in copper and gold prices, supporting its revenue projections for 2025 [15]. 三美股份 (Sanmei Co., 603379) - The company experienced a substantial increase in revenue from its refrigerant products, with a 30.28% year-on-year growth in 2024 [19]. - The average selling price of refrigerants rose significantly, contributing to improved profitability [19]. - The company is well-positioned in the refrigerant market, with ongoing price increases expected in 2025 [19]. 青岛啤酒 (Qingdao Beer, 600600) - The company reported a revenue of 321.38 billion yuan in 2024, with a net profit of 43.45 billion yuan, showing signs of recovery in the beverage sector [23]. - The management is optimistic about demand recovery as the peak season approaches, supported by favorable government policies [23]. - EPS projections for 2025 are set at 3.52 yuan, with a "buy" rating maintained [23]. 恒瑞医药 (Hengrui Medicine, 600276) - The company achieved a 20.14% year-on-year growth in revenue for Q1 2025, driven by its innovative drug portfolio [27]. - Hengrui's focus on R&D has led to the development of multiple new drugs, enhancing its market competitiveness [27]. - EPS for 2025 is projected at 1.05 yuan, with a "buy" rating maintained [27]. 海大集团 (Haida Group, 002311) - The company reported a 9% increase in feed sales in 2024, with significant growth in international markets [31]. - Haida is actively pursuing international expansion, particularly in Southeast Asia and Africa, to enhance its market presence [31]. - EPS projections for 2025 are set at 3.01 yuan, with a "buy" rating maintained [31]. 华电国际 (China Huadian Corporation, 600027) - The company completed a significant asset restructuring, expected to enhance its operational scale and market share [35]. - Post-restructuring, the company anticipates a 25.07% increase in revenue and a 5.93% increase in net profit [35]. - EPS projections for 2025 are set at 0.64 yuan, with a "buy" rating maintained [35]. 胜宏科技 (Shenghong Technology, 300476) - The company reported a 35.31% increase in revenue for 2024, driven by strong demand in the PCB sector [39]. - Q1 2025 saw an 80.31% increase in revenue, with significant growth in high-value product orders [39]. - EPS projections for 2025 are set at 5.09 yuan, with a "buy" rating maintained [39]. 中国电信 (China Telecom, 601728) - The company reported a 3.1% year-on-year increase in revenue, with a focus on digital transformation and service innovation [44]. - The mobile user base continues to grow, contributing to stable revenue streams [44]. - EPS projections for 2025 are set at 0.39 yuan, with a "buy" rating maintained [44].