会议资料 凤 凰 光 学 股 份 有 限 公 司 2025 年第一次临时股东大会会议资料 凤凰光学股份有限公司 2025年第一次临时股东大会 （证券代码：600071） 2025年9月 2 1 凤 凰 光 学 股 份 有 限 公 司 2025 年第一次临时股东大会会议资料 凤凰光学股份有限公司 2025年第一次临时股东大会议程 | 会议名称 | 凤凰光学股份有限公司 2025 年第一次临时股东大会 | | --- | --- | | 会议召开 方式 | 现场+网络 会议召集人 公司董事会 | | 会议时间 | 现场会议时间：2025 年 9 月 10 日 13 点 30 分 | | | 网络会议时间：2025 年 9 月 10 日上午 9:15 至 9 月 10 日下午 15:00 | | 会议地点 | 江西省上饶市凤凰西大道 197 号本公司四楼会议室 | | 会议主持 | 上海市方达律师事 公司董事 会议法律见证 | | 人 | 务所 | | | 一、大会主持人宣布股东大会会议开始，介绍参会股东情况及列席会议人 | | | 员情况 | | | 二、推选监票人和计票人 | | | 三、宣读并逐项审计各项议案 ...

Core Viewpoint - Phoenix Optical (600071) reported a mixed performance in its 2025 mid-year financial results, with a decline in total revenue but a significant increase in net profit and profitability metrics [1] Financial Performance Summary - Total revenue for the first half of 2025 was 741 million yuan, a decrease of 6.0% year-on-year [1] - Net profit attributable to shareholders reached 21.63 million yuan, an increase of 281.67% year-on-year [1] - The second quarter saw total revenue of 406 million yuan, up 3.27% year-on-year, and net profit of 17.88 million yuan, up 69.99% year-on-year [1] - Gross margin improved to 16.91%, a year-on-year increase of 14.8%, while net margin rose to 3.08%, a significant increase of 274.06% [1] Key Financial Metrics - Total revenue (2024 vs. 2025): 788.7 million yuan vs. 741 million yuan [-6.00%] [1] - Net profit (2024 vs. 2025): -11.91 million yuan vs. 21.63 million yuan [281.67%] [1] - Gross margin: 14.73% in 2024 vs. 16.91% in 2025 [14.80%] [1] - Net margin: -1.77% in 2024 vs. 3.08% in 2025 [274.06%] [1] - Total expenses (selling, administrative, financial): 71.46 million yuan, accounting for 9.64% of revenue, down 5.77% year-on-year [1] Cash Flow and Asset Management - Cash and cash equivalents increased by 36.47% due to the receipt of property transfer payments [2] - Accounts receivable decreased by 4.07% [2] - The company reported a significant decrease in various receivables and prepayments, indicating improved cash management [2][3] Investment and Financing Activities - Investment cash flow increased by 228.59% due to proceeds from property sales and project transfers [3] - Financing cash flow rose by 90.13% as the company secured additional borrowings [3] Profitability and Operational Efficiency - Operating profit surged by 299.32% due to increased gross profit and reduced expenses [4] - The overall profit margin improved significantly, reflecting better operational efficiency [4] Business Model and Strategic Focus - The company's performance is primarily driven by research and development as well as marketing efforts, necessitating a thorough examination of these underlying drivers [5]

Summary of Key Points Core Viewpoint - In August 2023, a total of 673 companies released their semi-annual reports for 2025, with 353 companies reporting a year-on-year increase in net profit, while 320 reported a decline. Additionally, 389 companies saw an increase in operating revenue, and 284 experienced a decrease. Notably, 255 companies had both net profit and operating revenue growth, while 186 companies reported declines in both metrics. The company with the highest profit growth was Huahong Technology, with an increase of 3480.57% [1]. Group 1: Company Performance - Huahong Technology reported a net profit of 79.63 million yuan, with a staggering year-on-year increase of 3480.57% and operating revenue of 315.94 million yuan, up 17.17% [1]. - Other notable performers include: - Guangda Tongchuang with a net profit of 23.22 million yuan, a year-on-year increase of 2699.69%, and operating revenue of 74.99 million yuan, up 48.31% [1]. - Qiming Information reported a net profit of 14.19 million yuan, up 2568.50%, with operating revenue of 32.99 million yuan, an increase of 6.51% [1]. - New Yisheng achieved a net profit of 394.23 million yuan, a 355.68% increase, with operating revenue of 1,043.72 million yuan, up 282.64% [1]. Group 2: Revenue Trends - A total of 71 companies experienced a doubling of their performance metrics, indicating strong growth potential in the market [1]. - The overall trend shows that while many companies are experiencing growth, there are also significant numbers reporting declines, highlighting a mixed performance landscape [1]. - Companies like Huafeng Technology and Yongding Co. also reported substantial increases in both net profit and operating revenue, with year-on-year growth rates of 940.64% and 917.66%, respectively [1].

Group 1 - The company has transferred 9.106% equity of its subsidiary, Phoenix New Energy (Huizhou) Co., Ltd., to Anfu County Shuchuang Development Investment Co., Ltd. for 6.4787 million yuan [3] - The company no longer consolidates the financial results of Phoenix New Energy (Huizhou) Co., Ltd. due to the loss of control over the subsidiary [2][3] Group 2 - The company held its 11th meeting of the 9th Board of Directors on August 25, 2025, where all 9 directors participated [5][8] - The Board approved the 2025 semi-annual report and its summary, which will be disclosed on August 26, 2025 [7][34] - The Board also approved the proposal to cancel the Supervisory Board and amend the Articles of Association accordingly, which will require shareholder approval [9][36] Group 3 - The company plans to hold its first extraordinary general meeting of 2025 on September 10, 2025, to discuss various proposals including the cancellation of the Supervisory Board [43][44] - The voting for the extraordinary general meeting will be conducted through both on-site and online platforms [45][46]

Core Viewpoint - The report highlights the financial performance and operational developments of Phoenix Optics Co., Ltd. for the first half of 2025, indicating a focus on optical and intelligent control sectors, with a notable recovery in profitability compared to the previous year [1][6]. Financial Performance - The total revenue for the reporting period was approximately 740.87 million yuan, a decrease of 6% compared to the same period last year [2][10]. - The net profit attributable to shareholders was approximately 21.63 million yuan, marking a significant turnaround from a loss of 11.91 million yuan in the previous year [2][10]. - The operating cash flow was approximately 56.80 million yuan, down 32.46% from the previous year [2][10]. - Total assets decreased by 8.73% to approximately 1.71 billion yuan, while net assets increased by 4.39% to approximately 496.13 million yuan [2][10]. Business Segments - The optical products segment generated approximately 462 million yuan in revenue, accounting for 63.53% of total revenue, with a year-on-year growth of 11.47% [3][4]. - The intelligent controller segment achieved approximately 265 million yuan in revenue, representing 36.47% of total revenue, with a year-on-year growth of 7.19% [4][10]. Industry Trends - The optical components industry is experiencing significant transformation, driven by the increasing demand for high-precision optical components in various sectors, including consumer electronics, automotive, and healthcare [4][5]. - The trend towards domestic substitution in the optical components industry is accelerating, with local companies enhancing their technological capabilities and market presence [5][6]. - The integration of artificial intelligence and smart systems in optical products is becoming a key trend, pushing the industry towards higher value-added areas [5][6]. Competitive Advantages - The company possesses a vertically integrated production capability in the optical field, allowing for efficient resource allocation and rapid response to customer needs [7][8]. - In the intelligent controller sector, the company has established a stable ecosystem by providing high-quality products to leading domestic and international clients [7][9]. - Continuous investment in technology and innovation is a core strategy for the company to maintain its competitive edge and expand into new markets [6][9].

Core Viewpoint - The report highlights a significant decline in the financial performance of Phoenix Optical Co., Ltd. for the first half of 2025, with a notable drop in revenue and net profit compared to the previous year [1]. Financial Performance - Total assets decreased by 8.73% from CNY 1,878,715,843.17 at the end of the previous year to CNY 1,714,636,644.73 at the end of the reporting period [1]. - Operating revenue fell by 6.00%, from CNY 788,175,640.72 in the same period last year to CNY 740,871,602.08 [1]. - The total profit for the period was a loss of CNY 11,714,634.77, contrasting with a profit of CNY 24,445,740.54 in the previous year [1]. - Net profit attributable to shareholders decreased significantly, with a loss of CNY 39,539,607.48 compared to a profit of CNY 1,948,595.00 in the same period last year [1]. Shareholder Information - The largest shareholder, China Electronics Huakang Group Co., Ltd., holds 47.16% of the shares, amounting to 132,790,648 shares [2]. - Other notable shareholders include China Electronics Technology Investment Holding Co., Ltd. with 2.14% and Hong Kong Central Clearing Limited with 1.14% [3]. Significant Events - The company lost control over Phoenix New Energy (Huizhou) Co., Ltd. during the reporting period, resulting in the exclusion of this subsidiary from the consolidated financial statements [5]. - The company completed the transfer of 9.106% equity in Phoenix New Energy to Anfu County Shuchuang Development Investment Co., Ltd. for CNY 6,478,700, with the change of ownership registered on June 9, 2025 [5].

Group 1 - The board of directors of Phoenix Optical Co., Ltd. held its 11th meeting of the 9th session, with all 9 directors present and voting [1] - The meeting approved the 2025 semi-annual report and its summary, which was reviewed by the audit committee prior to submission [1] - The board agreed to cancel the supervisory board and amend the company's articles of association accordingly, with the audit committee assuming the supervisory responsibilities [2] Group 2 - The board approved the revision of certain management systems in line with the new Company Law and related regulations, which will also be submitted for approval at the upcoming temporary shareholders' meeting [2][3] - The board agreed to convene the 2025 first temporary shareholders' meeting, with details to be disclosed on August 26, 2025 [4][5] - A risk assessment report regarding the company's banking business with China Electronics Technology Financial Company was approved, with two related directors abstaining from the vote [5]

Group 1 - The company held its 10th meeting of the 9th Supervisory Board on August 25, 2025, via electronic communication, with all three supervisors participating and voting [1][2] - The Supervisory Board approved the full and summary report for the first half of 2025, which will be disclosed on the Shanghai Stock Exchange website [1] - The company passed a resolution to abolish the Supervisory Board, transferring its powers to the Audit Committee of the Board of Directors, with corresponding amendments to the Articles of Association pending approval at the 2025 first extraordinary general meeting [2]

证券代码：600071 证券简称：凤凰光学 公告编号：2025-024 凤凰光学股份有限公司 关于召开2025年第一次临时股东大会的通知 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 召开的日期时间：2025 年 9 月 10 日 13 点 30 分 召开地点：江西省上饶市凤凰西大道 197 号本公司四楼会议室 (五)网络投票的系统、起止日期和投票时间。 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者 的投票，应按照《上海证券交易所上市公司自律监管指引第 1 号 — 规范运 作》等有关规定执行。 (七)涉及公开征集股东投票权 不涉及 二、 会议审议事项 本次股东大会审议议案及投票股东类型 序号 议案名称 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 9 月 10 日 至2025 年 9 月 10 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15 ...

Core Viewpoint - The company, Phoenix Optical Co., Ltd., has decided to abolish its supervisory board and amend its articles of association and certain management systems to enhance operational standards in compliance with relevant laws and regulations [1]. Summary by Sections Company Announcement - The board of directors and all directors of Phoenix Optical guarantee that the announcement contains no false records, misleading statements, or major omissions, and they bear legal responsibility for the authenticity, accuracy, and completeness of its content [1]. - The decision to abolish the supervisory board was made during the 11th meeting of the 9th board of directors and the 10th meeting of the 9th supervisory board held on August 25, 2025 [1]. Amendments to Articles of Association - The supervisory board's powers will be transferred to the audit committee of the board of directors, and the rules governing the supervisory board meetings will be abolished [1]. - Amendments will be made to the articles of association and related management systems, with specific changes detailed in a comparison table [1]. Rights and Responsibilities of Shareholders - Shareholders have the right to receive dividends and other forms of profit distribution according to their shareholding [2]. - Shareholders can request, convene, and participate in shareholder meetings and exercise corresponding voting rights [2]. - Shareholders holding more than 5% of the company's shares must comply with regulations regarding holding periods, selling times, and quantities [2]. Company Governance - The company’s governance structure emphasizes the protection of the legal rights of shareholders, particularly minority shareholders [3]. - The board of directors is responsible for making decisions on the company's operational strategies and investment plans [4]. - The company must hold a temporary shareholders' meeting within two months if certain conditions arise, such as insufficient board members or unaddressed losses reaching one-third of the registered capital [6]. Financial and Operational Oversight - The company must seek shareholder approval for significant financial actions, including guarantees exceeding 10% of the latest audited net assets [5]. - The audit committee has the authority to propose the convening of temporary shareholders' meetings and must respond to such proposals within a specified timeframe [7].