三六零安全科技股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善三六零安全科技股份有限公司（以下简称"公司"） 法人治理结构，强化对内部董事及经理层的约束和监督机制，保护中小股东及利 益相关者的权益，促进公司的规范运作，根据《中华人民共和国公司法》（以下 简称"《公司法》"） 《上市公司治理准则》 独立董事应当独立履行职责，不受公司及主要股东、实际控制人等单位或个 人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，独立董事应当按 照相关法律、行政法规、中国证监会规定、上海证券交易所业务规则和《公司章 程》的要求，认真履行职责，在董事会中发挥参与决策、监督制衡、专业咨询作 用，维护公司整体利益，保护中小股东合法权益。 第四条 独立董事原则上最多在 3 家境内上市公司担任独立董事，并应当确 保有足够的时间和精力有效地履行独立董事的职责。 第五条 公司独立董事由股东会选举或更换并对全体股东负责，公司独立董 事人数应占公司董事会成员的比例不低于三分之一，且至少包括一名会计专业人 士。 以会计专业人士身份被提名为独立董事候选人的，应具备较丰富的会计专业 知识和经验，并至少符合下列条件之一： ...

Core Viewpoint - The document outlines the regulations and procedures for related party transactions of 360 Security Technology Co., Ltd, emphasizing compliance with relevant laws and the importance of transparency in decision-making processes [1][11]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions are defined as transactions involving the transfer of resources or obligations between the company, its subsidiaries, and related parties [1]. - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3]. Group 2: Approval and Disclosure Requirements - Transactions exceeding 300,000 yuan with related legal entities must be approved by the board and disclosed as per listing rules [5]. - Transactions over 30,000 yuan with related natural persons also require board approval and timely disclosure [9]. - For transactions exceeding 30 million yuan and 5% of the company's latest audited net assets, an audit or evaluation report must be disclosed, and the transaction must be submitted for shareholder approval [6]. Group 3: Voting and Conflict of Interest - Related directors must abstain from voting on related party transactions, and the presence of non-related directors is required for the board meeting to proceed [7]. - Shareholders with a conflict of interest must also abstain from voting on related transactions [4]. Group 4: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, except under specific conditions where equal financial support is provided by other shareholders [10][11]. - Guarantees provided to related parties must be approved by a majority of non-related directors and submitted for shareholder approval [7]. Group 5: Daily Transactions and Reporting - Daily related party transactions must be disclosed in annual and semi-annual reports, and any significant changes to agreements must be reported [9]. - The company can estimate annual daily transaction amounts and must disclose any amounts exceeding the estimated figures [9].

有下列情形之一的，公司在事实发生之日起 2 个月以内召开临时股东会： （一）董事人数不足《公司法》规定人数或《公司章程》所定人数的三分之 二时； （二）公司未弥补的亏损达股本总额的 1/3 时； 三六零安全科技股份有限公司 股东会议事规则 第一章 总则 第一条 为了维护三六零安全科技股份有限公司（以下简称"公司"或"本 公司"）全体股东的合法权益，保证公司股东会规范、高效运作，确保股东平等 有效地行使职权，根据《中华人民共和国公司法》（以下简称《公司法》）《上 市公司治理准则》《上市公司股东会规则》《三六零安全科技股份有限公司章程》 （以下简称《公司章程》）以及国家其它相关法律、法规，制定本规则。 第二条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第三条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次， 应当于上一会计年度结束后的 6 个月内举行。临时股东会不定期召开，出现《公 司法》规定的应当召开临时股东会的情形时，临时股东会应当在 2 个月内召开。 （三）单独或者合计持有公司 10%以上股份的股东请求时； （四）董事会认为必要时； （五）审计委员会提议召开时； （六）法律、行政 ...

Core Objective - The company aims to double its overall payment rate from 4.7% in 2024 to a target of 8-10% within three years, indicating significant potential for subscription revenue growth [2][6]. Growth Strategy - The company is adjusting its overseas strategy to focus on both user growth and payment user acquisition, particularly in the European and American markets, leveraging opportunities presented by the popularity of TikTok [3][9]. - The growth strategy is characterized by a "dual-drive" model: expanding user growth in overseas markets while maximizing user value in the domestic market [10]. AI Integration - The AI tool RoboNeo is expected to enhance personalized recommendations and accelerate payment rate growth, with plans for commercialization starting in September 2025 [2][13]. - RoboNeo will serve as both an independent productivity application and be integrated into other applications, potentially driving significant revenue growth by enhancing recommendation mechanisms [16]. Financial Management - The company plans to maintain sales and marketing expenses at around 16% of revenue from images, videos, design, and advertising, while R&D spending is projected to grow by approximately 15% annually over the next three years [8]. Collaboration with Alibaba - The partnership with Alibaba is seen as a key to unlocking new business models, with significant projects including AI Try-on and integration of DesignKit functionalities into Alibaba's merchant platform [17][20].

Core Viewpoint - The company reported a slight increase in revenue for the first half of 2025, but still faced a net loss, although the loss was reduced compared to the previous year [1] Financial Performance - The company's operating revenue for the first half of 2025 was 3.827 billion RMB, representing a year-on-year growth of 3.67% [1] - The net loss attributable to shareholders was 282 million RMB, an improvement from a loss of 341 million RMB in the same period last year [1] Dividend Announcement - The company plans to distribute a cash dividend of 1 RMB per 10 shares (tax included), with no bonus shares or capital reserve transfers [1]

Group 1 - Meitu Company (01357) saw a morning surge of over 7%, currently trading at 11.33 HKD with a transaction volume of 1 billion HKD [1] - MSCI announced that Meitu will be included in the MSCI China Index, effective after market close today [1] - For the first half of the year, Meitu reported revenue of 1.821 billion RMB, a year-on-year increase of 12.34%, and a net profit attributable to shareholders of 397 million RMB, up 30.84% year-on-year [1] Group 2 - Morgan Stanley's report indicates that Meitu aims to increase its total paid user ratio to 8-10% by 2025-2028, suggesting a potential doubling of subscription revenue compared to 4.7% in 2024 [1] - The company is also rebuilding its overseas lifestyle product line to target the US and EU markets, with a current paid user ratio of about 50% in the US market [1] - Morgan Stanley maintains a positive outlook on Meitu's long-term growth potential, citing a clear development path, focused strategic positioning, and the use of generative AI, raising the target price from 14.4 HKD to 15.7 HKD, reflecting an 11% upward adjustment in the 2025 net profit guidance [1]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Insights - The company's overall performance in H1 2025 shows total revenue of 1.821 billion HKD, a year-on-year increase of 12.3%. Adjusted net profit attributable to shareholders reached 467 million HKD, up 71.3% year-on-year, with a gross margin of 73.6%, an increase of 8.7 percentage points [4][6] - The revenue from the imaging and design product segment was 1.351 billion HKD, growing 45.2% year-on-year, accounting for 74.2% of total revenue. Advertising revenue was 434 million HKD, up 5.0%, while revenue from beauty solutions declined by 88.9% to 30 million HKD due to a strategic focus on core business [4][5] Summary by Sections Financial Performance - In H1 2025, the company achieved total revenue of 1.821 billion HKD, a 12.3% increase year-on-year. Adjusted net profit was 467 million HKD, reflecting a 71.3% year-on-year growth. The gross margin improved to 73.6%, up 8.7 percentage points [4][6] - The revenue breakdown shows imaging and design products at 1.351 billion HKD (45.2% growth), advertising at 434 million HKD (5.0% growth), and beauty solutions at 30 million HKD (88.9% decline) [4][5] User Growth and Global Strategy - As of June 2025, the company's global monthly active users (MAU) reached 280 million, a year-on-year increase of 8.5%. Notably, overseas users grew to 98 million (35% of total), up 15.3%, significantly outpacing domestic growth [5] - The introduction of AI features, such as "AI Dressing," has been well-received in markets like Southeast Asia, the US, and the UK, contributing to user growth. The "AI Flashlight" feature reached approximately 1.9 million users in its first month [5] AI-Driven Product Innovation - AI technology has significantly enhanced the product matrix, increasing user willingness to pay. By June 2025, paid subscription users reached approximately 15.4 million, a growth of over 42.0%, with a penetration rate of 5.5% [6] - The company launched the AI design assistant RoboNeo in July 2025, which quickly surpassed one million MAU without relying on the existing product matrix. A complete subscription and purchase mechanism is expected to be launched by late August or early September [6] Investment Recommendations - The report maintains a positive outlook on the company's ability to further increase its conversion rate due to AI enhancements. Projected revenues for 2025-2027 are 4.016 billion HKD, 5.053 billion HKD, and 6.105 billion HKD, representing year-on-year growth rates of 20.2%, 25.8%, and 20.8% respectively. Non-IFRS net profit is expected to be 950 million HKD, 1.189 billion HKD, and 1.558 billion HKD, with growth rates of 62.1%, 25.1%, and 31.1% respectively [6][9]

Core Insights - The company achieved a revenue of 1.82 billion yuan in H1 2025, representing a year-on-year growth of 12.3%, with adjusted net profit increasing by 71.3% to 470 million yuan, nearing the upper limit of the previously forecasted growth range of 65-72% [1] - A mid-term dividend was announced, with a cash distribution of 0.045 HKD per share [1] User Growth and Engagement - The overall Monthly Active Users (MAU) reached 280 million, growing by 8.5% year-on-year, with productivity tools (toB) growing by 21.1% and lifestyle applications (toC) by 7.5% [1] - Paid user growth accelerated, with 15.4 million paid users at the end of H1 2025, a 42% increase year-on-year, and a net increase of 2.8 million users [1] - The paid user rate improved to 5.5%, up by 0.8 percentage points from the previous half [1] Revenue Composition and Profitability - Revenue from imaging and design products grew by 45%, now accounting for 74% of total revenue, while advertising revenue increased by 5% [2] - The overall gross margin reached 74%, with all operating expenses growing at a slower rate than core paid business revenue, indicating scale effects [2] - The adjusted net profit margin stood at 26% [2] Management and Strategic Developments - The chairman and CEO, Wu, increased his shareholding by acquiring 700,000 shares, maintaining a continuous increase since 2018, with a current holding of 12.89% [2] - The company is seen as a strong candidate for AI application, with improved governance and enhanced product capabilities driven by GenAI [2] Profit Forecasts - The profit forecast for the company has been raised for 2025-2027, with adjusted net profit estimates now at 942 million, 1.33 billion, and 1.685 billion yuan respectively [3]

Investment Rating - The report maintains a "Buy" rating for Kuaishou-W (01024.HK) [1] Core Views - The company's Q2 performance exceeded expectations, with revenue reaching 35.05 billion yuan, a year-on-year increase of 13.1%. Adjusted net profit was 5.618 billion yuan, up 20.1% year-on-year, with an adjusted net profit margin of 16.0%, an increase of 0.9 percentage points year-on-year [3][9] - The launch of the Keling AI 2.1 model has significantly improved model quality, enhancing dynamic performance and semantic response accuracy, which is expected to drive revenue growth [3][9] - The introduction of the OneRec end-to-end generative recommendation model has improved user engagement, with daily active users (DAU) increasing by 3.4% year-on-year and daily usage time rising by 3.9% year-on-year [3][9] Financial Forecasts - The report forecasts total revenue for Kuaishou to be 126.898 billion yuan in 2024, 142.599 billion yuan in 2025, and 156.929 billion yuan in 2026, with corresponding year-on-year growth rates of 11.78%, 12.37%, and 10.05% respectively [1][10] - The adjusted net profit is projected to reach 17.286 billion yuan in 2025 and 21.450 billion yuan in 2026, with year-on-year growth rates of 12.72% and 24.09% respectively [1][10] - The report anticipates that the non-IFRS net profit will be 20.016 billion yuan in 2025 and 24.455 billion yuan in 2026, with corresponding price-to-earnings ratios (P/E) of 14.86x and 12.16x [1][10]

消息面上，8月21日，美图公司发布公告，公司董事会获本公司创始人、董事长及首席执行官吴泽源先 生(亦称为：吴欣鸿先生)(吴先生)告知，吴先生于2025年8月21日于香港联合交易所有限公司公开市场以 平均价每股10.00港元购入本公司股份(股份)70万股(本次增持事项)。董事会获吴先生告知，他对本公司 未来业务展望充满信心，且不排除会于适当时候进一步增持本公司股份。 近日，美图公司发布截至2025年6月30日止六个月中期业绩，收入18.21亿元(人民币，下同)，同比增加 12.34%；毛利13.4亿元，同比增加27.26%；股东应占溢利3.97亿元，同比增加30.84%；每股基本盈利 0.09元；拟派发中期股息每股普通股0.045港元。公告称，收入增幅主要来自以订阅为主的影像与设计产 品业务实现快速收入增长，而该增长则归因于截至2025年6月30日止六个月内付费订阅用户数的提升。 （原标题：港股异动 | 美图公司(01357)盘中涨超5% 获CEO吴泽源增持70万股 上半年公司股东应占溢利 同比增超三成） 智通财经APP获悉，美图公司(01357)盘中涨超5%，截至发稿，涨3.66%，报10.47港元，成交额8 ...