2、公司于 2025 年 4 月 28 日召开第三届董事会第二十九次会议，审议通过 了《关于不向下修正"信服转债"转股价格的议案》，董事会决定本次不向下修正 "信服转债"转股价格，且自董事会审议通过次一交易日起未来三个月内（即 2025 年 4 月 29 日至 2025 年 7 月 28 日），如再次触发"信服转债"转股价格向下修正 条款，亦不提出向下修正方案。下一触发转股价格修正条件的期间从 2025 年 7 月 29 日重新起算，若再次触发"信服转债"转股价格的向下修正条款，届时公司 董事会将另行召开会议决定是否行使"信服转债"转股价格向下修正的权利。 公司于 2025 年 4 月 28 日召开了第三届董事会第二十九次会议，审议通过了 《关于不向下修正"信服转债"转股价格的议案》，具体情况如下： 一、 可转债的基本情况 (一)可转债发行上市情况 | 证券代码：300454 | 证券简称：深信服 | 公告编号：2025-038 | | --- | --- | --- | | 债券代码：123210 | 债券简称：信服转债 | | 深信服科技股份有限公司 关于不向下修正"信服转债"转股价格的公告 本公司及董事 ...

| 证券代码：300454 | 证券简称：深信服 | 公告编号：2025-037 | | --- | --- | --- | | 债券代码：123210 | 债券简称：信服转债 | | 深信服科技股份有限公司 第三届董事会第二十九次会议决议公告 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。 一、 董事会会议召开情况 深信服科技股份有限公司（以下简称"公司"）于 2025 年 4 月 22 日以电子 邮件方式发出会议通知，于 2025 年 4 月 28 日在公司会议室以现场及通讯方式召 开第三届董事会第二十九次会议。本次会议应出席董事6名，实际出席董事6名。 本次董事会会议由董事长何朝曦先生主持。本次会议的召集和召开符合《公司法》 等法律、法规以及《公司章程》的规定。 二、 董事会会议审议情况 经与会董事审议，以投票表决方式通过了以下决议： (一)审议通过《关于不向下修正"信服转债"转股价格的议案》 截至 2025 年 4 月 28 日下午收市，公司股票已出现连续三十个交易日中至少 有十五个交易日的收盘价低于"信服转债"当期转股价格 85%的情形，已触发"信 ...

Investment Rating - The report maintains a "Recommended" investment rating for the company [1][9]. Core Views - The company's revenue is experiencing rapid growth driven by cloud computing, and there is optimism regarding the continuous breakthroughs in its AI business [1][4]. - In Q1 2025, the company achieved a revenue of 1.262 billion yuan, representing a year-on-year increase of 21.91%, while the net profit attributable to the parent company was a loss of 250 million yuan, narrowing the loss by 48.93% year-on-year [4][8]. - The company is focusing on upgrading its product and service capabilities towards AI, with significant advancements in its cybersecurity offerings, including the launch of its self-developed security model "Security GPT" [8][9]. Financial Summary - The company is projected to achieve revenues of 7.520 billion yuan in 2024, 8.674 billion yuan in 2025, and 10.114 billion yuan in 2026, with corresponding year-on-year growth rates of -1.9%, 15.4%, and 16.6% respectively [7][11]. - The net profit attributable to the parent company is expected to be 409 million yuan in 2025 and 529 million yuan in 2026, with year-on-year growth rates of 107.6% and 29.4% respectively [9][11]. - The gross margin is projected to decline from 61.5% in 2024 to 55.1% in 2027, while the net margin is expected to improve from 2.6% in 2024 to 5.9% in 2027 [11]. Market Position - The company is recognized as a leading ICT provider in China, particularly in the cybersecurity sector, and holds a dominant market position in cloud computing and IT infrastructure [9][10]. - The company has maintained its position as the market leader in the hyper-converged market in China for two consecutive years [8][9].

Investment Rating - The report maintains a "Recommended" investment rating for the company [1][9][14] Core Views - The company's revenue is experiencing rapid growth driven by cloud computing, with a 21.91% year-on-year increase in Q1 2025, reaching 1.262 billion yuan [4][8] - The company is focusing on upgrading its product and service capabilities towards AI, which is expected to enhance its market position [8][9] - The net loss for Q1 2025 narrowed by 48.93% year-on-year, indicating improved financial performance despite ongoing challenges [4][8] Financial Performance Summary - **Revenue Growth**: The company achieved a revenue of 12.62 billion yuan in Q1 2025, up 21.91% year-on-year, primarily due to strong growth in cloud business orders [4][8] - **Profitability**: The net profit attributable to shareholders was -2.50 billion yuan, with losses narrowing by 48.93% year-on-year [4][8] - **Cost Management**: The company successfully reduced its expense ratio by 28.6 percentage points to 88.0% in Q1 2025, with significant decreases in sales, management, and R&D expense ratios [8] - **Gross Margin**: The gross margin improved by 2.2 percentage points to 60.4% [8] Future Earnings Forecast - The company is projected to achieve net profits of 4.09 billion yuan, 5.29 billion yuan, and 6.96 billion yuan for the years 2025, 2026, and 2027 respectively, with corresponding EPS of 0.97 yuan, 1.25 yuan, and 1.65 yuan [9][12] - The report anticipates a strong growth trajectory in revenue, with expected year-on-year growth rates of 15.4%, 16.6%, and 17.0% for the years 2025, 2026, and 2027 respectively [12] Market Position and Competitive Advantage - The company is recognized as a leading ICT provider in China, particularly in the network security sector, and holds a strong market position in cloud computing and IT infrastructure [9][12] - The company has launched its self-developed security model "Security GPT," which has shown significant effectiveness in reducing security alerts and improving response efficiency [8][9]

Core Insights - The company reported a significant acceleration in revenue growth and a substantial reduction in losses for Q1 2025, with revenue reaching 1.262 billion yuan, a year-over-year increase of 21.91%, and a net profit loss of 250 million yuan, improving by 48.93% year-over-year [1] - The company is benefiting from trends in cloud computing, overseas expansion, and cost reduction, with overseas orders growing over 50% [1][2] - The AI business is expected to become a core driver of growth, with new upgrades to cloud products aimed at enhancing AI capabilities [2] Financial Performance - Q1 2025 revenue was 1.262 billion yuan, up 21.91% year-over-year, while the net profit loss was 250 million yuan, improving by 48.93% year-over-year [1] - The gross margin for Q1 2025 was 60.38%, reflecting an increase of approximately 2.2 percentage points year-over-year [1] - The company expects revenues of 8.56 billion yuan, 9.82 billion yuan, and 11.05 billion yuan for 2025-2027, with year-over-year growth rates of 14%, 15%, and 12% respectively [2] Business Strategy - The company is focusing on cloud products, particularly in the context of AI, with significant upgrades to its "Yiduo Cloud" platform to support AI model deployment [2] - The company has launched a new AI service directory and an AI application innovation platform to facilitate the rapid development of AI applications [2] - The company maintains a strong market position in the hyper-converged infrastructure sector, with a projected market share of 20.2% by Q4 2024 [2] Investment Outlook - The company maintains a "strong buy" investment rating, reflecting confidence in its long-term growth potential [3]

Core Viewpoint - The company reported better-than-expected performance in Q1 2025, driven by domestic demand, cloud orders, and a narrowing of net losses [1][2]. Financial Performance - Revenue increased by 21.9% year-on-year to 1.262 billion yuan in Q1 2025 - Net loss narrowed by 48.93% year-on-year to 250 million yuan - Non-GAAP net loss narrowed by 48.75% year-on-year to 261 million yuan [1]. Development Trends - The business continues to expand due to cloud computing, domestic production, and AI trends - The company's market share in hyper-converged infrastructure (HCI) increased from 18.8% in Q3 2024 to 20.2% in Q4 2024, maintaining the top position in the domestic market - The company holds an 11.1% market share in the domestic network security hardware sector, indicating strong market leadership - The company is expected to benefit from the clear window for VMWare's domestic production and the increasing demand for private cloud solutions driven by AI [2][3]. International Performance - The company anticipates significant growth in overseas market orders in Q1 2025, continuing the trend from 2024 - The overseas version of XDR was launched in 2024, contributing to a 39% year-on-year increase in overseas revenue to 480 million yuan, accounting for 6.4% of total revenue - The overall gross margin improved by 2.2 percentage points to 60.4% in Q1 2025, supported by growth in cybersecurity business [3]. Cost Management - Total operating expenses decreased by 8% year-on-year in Q1 2025 - Sales, R&D, and management expense ratios decreased by 14.7, 12.7, and 2.0 percentage points to 46.8%, 38.6%, and 6.7% respectively - Operating cash flow net outflow narrowed by 28% year-on-year to 831 million yuan, indicating improved cash flow management [3]. Profit Forecast and Valuation - The company maintains an outperform rating and profit forecast - The target price is set at 140 yuan, based on a 40x 2026 estimated price-to-operating cash flow (P/OCF) ratio, indicating a 57% upside potential from the current stock price [4].

Investment Rating - The report maintains a "Strong Buy" investment rating for the company [3][7]. Core Insights - The company experienced accelerated revenue growth and significant reduction in losses in Q1 2025, driven by cloud services, international expansion, and cost efficiency [7]. - The AI wave is expected to be a core growth driver, with the company's cloud products poised for rapid expansion due to increased demand for private deployment of AI models [7]. - The company reported a 21.91% year-over-year increase in revenue for Q1 2025, reaching 1.262 billion yuan, while the net profit attributable to shareholders was a loss of 250 million yuan, but this represented a 48.93% improvement year-over-year [7]. Financial Data and Valuation - Total revenue projections for 2025-2027 are 8.558 billion yuan, 9.820 billion yuan, and 11.046 billion yuan, reflecting year-over-year growth rates of 14%, 15%, and 12% respectively [2][7]. - The net profit attributable to shareholders is expected to reach 336 million yuan, 427 million yuan, and 530 million yuan for the same period, with growth rates of 71%, 27%, and 24% respectively [2][7]. - The company's current price-to-earnings (PE) ratio is 111.5 for 2025, decreasing to 70.8 by 2027, indicating improving valuation metrics over time [2][14]. Operational Efficiency - The company has successfully reduced its operating expenses, with significant decreases in sales, management, and R&D expense ratios, leading to a combined reduction of 29.47 percentage points [7]. - The gross margin for Q1 2025 was reported at 60.38%, showing an improvement of approximately 2.2 percentage points year-over-year, indicating a recovery in profitability [7]. Market Position - The company has achieved a market share of 20.2% in the hyper-converged infrastructure segment, ranking first in the domestic market for 2024 [7]. - International orders have seen a growth rate exceeding 50%, reflecting successful market expansion efforts [7].

Financial Performance - The company reported a basic earnings per share of -0.5900 yuan for Q1 2025, an improvement of 49.14% compared to -1.1600 yuan in Q1 2024 [1] - The net profit for Q1 2025 was -2.5 billion yuan, showing a 48.88% reduction from -4.89 billion yuan in Q1 2024 [1] - The operating revenue increased by 21.93% to 12.62 billion yuan in Q1 2025, compared to 10.35 billion yuan in Q1 2024 [1] - The return on equity was -2.75% in Q1 2025, an improvement from -5.70% in Q1 2024 [1] Shareholder Structure - The top ten unrestricted shareholders hold a total of 98.67 million shares, accounting for 35.48% of the circulating shares, with an increase of 5.55 million shares compared to the previous period [2] - Notable shareholders include He Chaoxi with 21.06 million shares (7.57%), and Xiong Wu with 18.25 million shares (6.56%), both remaining unchanged [3] - Hong Kong Central Clearing Limited increased its holdings by 9.58 million shares to 16.02 million shares (5.76%) [3] Dividend Policy - The company has decided not to distribute or transfer any dividends this time [4]

| 证券代码：300454 | 证券简称：深信服 | 公告编号：2025-034 | | --- | --- | --- | | 债券代码：123210 | 债券简称：信服转债 | | 深信服科技股份有限公司 关于调整募集资金投资项目 实施期限的公告 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。 深信服科技股份有限公司（以下简称"公司"）于 2025 年 4 月 23 日召开第三 届董事会第二十八次会议及第三届监事会第二十二次会议，审议通过了《关于调 整募集资金投资项目实施期限的议案》，同意公司将"深信服长沙网络安全与云 计算研发基地建设项目"（以下简称"长沙研发基地项目"）延期，现对有关事项 说明如下： 一、募集资金投资项目的概述 (一) 募集资金基本情况 经中国证券监督管理委员会《关于同意深信服科技股份有限公司向不特定对 象发行可转换公司债券注册的批复》（证监许可〔2023〕1428 号）批复同意，公 司向不特定对象发行可转换公司债券数量 1,214.7560 万张，每张面值 100.00 元， 募集资金总额为人民币 1,214,756,000.00 元 ...

| 证券代码：300454 | 证券简称：深信服 | 公告编号：2025-035 | | --- | --- | --- | | 债券代码：123210 | 债券简称：信服转债 | | 深信服科技股份有限公司 关于续聘 2025 年度审计机构的公告 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。 深信服科技股份有限公司（以下简称"公司"）于 2025 年 4 月 23 日召开公 司第三届董事会第二十八次会议，审议通过了《关于续聘 2025 年度审计机构的 议案》，同意续聘安永华明会计师事务所（特殊普通合伙）（以下简称"安永华 明"）担任公司 2025 年度财务报告和内部控制审计机构，聘期一年，自 2024 年 年度股东会审议通过之日起生效。现将具体情况公告如下： 一、 拟续聘会计师事务所的基本情况 (一)机构信息 1.基本信息： （1）机构名称：安永华明会计师事务所（特殊普通合伙） （2）成立日期：1992 年 9 月（2012 年 8 月完成本土化转制） （3）组织形式：特殊普通合伙，安永华明总部设在北京 （4）注册地址：北京市东城区东长安街 1 号东方广场 ...