深圳市共进电子股份有限公司 深圳市共进电子股份有限公司详式权益变动报告书 详式权益变动报告书 上市公司名称：深圳市共进电子股份有限公司 股票上市地点：上海证券交易所 股票简称：共进股份 股票代码：603118.SH 信息披露义务人：唐山工业控股集团有限公司 住所：河北省唐山市高新技术开发区建设北路 198 号院内办公楼 2 层 205 室 通讯地址：河北省唐山市路北区金融中心 E 座写字楼 15 层 股份变动性质：增加 签署日期：2025 年 11 月 3 日 一、本次详式权益变动报告书系信息披露义务人依据《中华人民共和国证 券法》《上市公司收购管理办法》《公开发行证券的公司信息披露内容与格式 准则第 15 号——权益变动报告书》《公开发行证券的公司信息披露内容与格式 准则第 16 号——上市公司收购报告书》及相关法律、法规和规范性文件编写。 二、信息披露义务人签署本次详式权益变动报告书已获得必要的授权和批 准，其履行亦不违反信息披露义务人所任职或持有权益公司的章程或内部规则 中的任何条款，或与之相冲突。 三、依据《中华人民共和国证券法》《上市公司收购管理办法》《公开发 行证券的公司信息披露内容与格式准则第 ...

国泰海通证券股份有限公司 关于深圳市共进电子股份有限公司 详式权益变动报告书 之 财务顾问核查意见 中国（上海）自由贸易试验区商城路618号 签署日期：二〇二五年十一月 声 明 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司收购 管理办法》《公开发行证券的公司信息披露内容与格式准则第15号——权益变动 报告书》《公开发行证券的公司信息披露内容与格式准则第16号——上市公司收 购报告书》及相关法律、法规的规定，国泰海通证券股份有限公司（以下简称"国 泰海通"或"财务顾问"）作为唐山工业控股集团有限公司（以下简称"信息披 露义务人"或"唐山工控"）收购深圳市共进电子股份有限公司（以下简称"共 进股份"或"上市公司"）股东唐佛南、汪大维、崔正南、王丹华所持共进股份 合计88,055,885股股份之财务顾问，就其披露的《详式权益变动报告书》的有关 内容出具核查意见。 本财务顾问是按照行业公认的业务标准、道德规范和诚实信用、勤勉尽责的 精神，本着独立、客观、公正的原则，在认真审阅相关资料和充分了解本次权益 变动的基础上，发表财务顾问意见，旨在就本次权益变动作出独立、客观和公正 的评价，以供广大投资者及有 ...

Core Viewpoint - The major shareholder of Gongjin Co., Ltd. (603118.SH) has signed a share transfer agreement with Tangshan Industrial Holding Group Co., Ltd., indicating a change in control of the company [1][6]. Share Transfer Details - The total number of shares to be transferred is 88,055,885, accounting for 11.1849% of the company's total shares, at a price of 10.75 yuan per share, totaling approximately 946.6 million yuan [1][2]. - Tang Fonan will transfer 41,020,806 shares (5.2105%) for 440,973,664.50 yuan, while Wang Davi will transfer 39,137,075 shares (4.9712%) for 420,723,556.25 yuan [2]. - The funds for the share acquisition by Tangshan Industrial Holding will come from its own resources, with no involvement from the listed company or its affiliates [2]. Voting Rights Delegation - Wang Davi has signed a voting rights delegation agreement, entrusting the voting rights of 117,411,228 shares (14.9136%) to Tangshan Industrial Holding [3]. - The delegation period will last until the shares are registered under Tangshan Industrial Holding's name or until certain conditions are met [3]. Future Share Transfers - Tang Fonan and Wang Davi have agreed to transfer additional shares to Tangshan Industrial Holding by June 30, 2026, with specific amounts of 30,715,605 shares (3.9015%) and 29,352,807 shares (3.7284%) respectively [4]. - The agreements for the first and second share transfers are independent, meaning the failure of the second transfer will not affect the first [4]. Regulatory Compliance - The share transfer process is structured to comply with regulations governing the transfer of shares by company directors and senior management, which limits the amount of shares that can be transferred during their tenure [5]. Control Change Announcement - Following the completion of the share transfer and voting rights delegation, the controlling shareholder will change to Tangshan Industrial Holding, with the actual controller being the Tangshan Municipal Government's State-owned Assets Supervision and Administration Commission [6]. - The company's stock will resume trading on November 3, 2025, after the completion of the share transfer and control change [6].

Core Viewpoint - The major shareholder of Gongjin Co., Ltd. (603118.SH) has signed a share transfer agreement with Tangshan Industrial Holding Group Co., Ltd., indicating a change in control of the company [1][6]. Group 1: Share Transfer Details - The major shareholders, Tang Fonan and others, will transfer a total of 88,055,885 shares, representing 11.1849% of the company's total shares, to Tangshan Industrial at a price of 10.75 yuan per share, totaling approximately 946.6 million yuan [1][2]. - Tang Fonan will transfer 41,020,806 shares (5.2105%) for 440,973,664.50 yuan, while Wang Dawei will transfer 39,137,075 shares (4.9712%) for 420,723,556.25 yuan [2]. Group 2: Voting Rights and Control - Wang Dawei has signed a voting rights entrustment agreement, allowing Tangshan Industrial to exercise voting rights over 117,411,228 shares (14.9136%) [3]. - The entrustment period will last until the shares are registered under Tangshan Industrial's name or until certain conditions are met, including potential future share transfers [3]. Group 3: Future Share Transfers - Tang Fonan and Wang Dawei have agreed to transfer additional shares to Tangshan Industrial by June 30, 2026, with specific amounts being 30,715,605 shares (3.9015%) and 29,352,807 shares (3.7284%), respectively [4]. - The agreements for the first and second share transfers are independent, meaning the failure of the second transfer will not affect the first [4]. Group 4: Regulatory Compliance - The share transfer process is structured to comply with regulations governing the transfer of shares by company directors and senior management, which limits the amount of shares that can be transferred during their tenure [5]. - The company has announced that after the completion of the share transfer and voting rights entrustment, the controlling shareholder will change to Tangshan Industrial, with the actual controller being the Tangshan Municipal Government State-owned Assets Supervision and Administration Commission [6].

Core Viewpoint - The major shareholder of Gongjin Co., Ltd. (603118.SH) has signed a share transfer agreement with Tangshan Industrial Control, resulting in a change of controlling shareholder and actual controller to Tangshan Municipal Government State-owned Assets Supervision and Administration Commission [1][4]. Group 1: Share Transfer Details - The first share transfer involves the transfer of approximately 11.18% of shares from major shareholders to Tangshan Industrial Control at a price of 10.75 CNY per share, totaling 947 million CNY [5][9]. - After the completion of the first share transfer and voting rights entrustment, Tangshan Industrial Control will hold approximately 11.18% of shares and 26.10% of voting rights in Gongjin Co., Ltd. [7][11]. Group 2: Company Background and Financials - Gongjin Co., Ltd. was listed on the Shanghai Stock Exchange on February 25, 2015, and its main businesses include network communication, mobile communication, and automotive electronics [2][3]. - As of June 30, 2025, Tangshan Industrial Control reported total assets of 23.565 billion CNY and equity attributable to shareholders of 4.885 billion CNY, with revenues of 2.467 billion CNY in 2022 and 2.815 billion CNY in 2023 [15][16].

Core Viewpoint - Gongjin Co., Ltd. will change its controlling shareholder to Tangshan Industrial Holding Group Co., Ltd. and its actual controller to the State-owned Assets Supervision and Administration Commission of Tangshan City, with trading resuming on November 3 [2][4]. Shareholder Changes - The major shareholders, including Tang Fonan and others, signed a share transfer agreement with Tangshan Industrial Holding, transferring approximately 11.18% of shares at a price of 10.75 yuan per share, totaling 947 million yuan [4][6]. - After the first share transfer, Tangshan Industrial Holding will hold about 11.18% of Gongjin's shares and 26.10% of voting rights [10][11]. Future Control Enhancements - A second share transfer agreement is planned, where Tang Fonan and Wang Davi will transfer additional shares to Tangshan Industrial Holding by June 30, 2026, potentially increasing its stake to 18.81% and voting rights to 29.99% [14][15]. - Tangshan Industrial Holding aims to further strengthen its control over Gongjin through various means, including subscribing to non-public offerings and increasing shareholdings [17]. Financial Performance - Gongjin's revenue for 2022, 2023, and 2024 was 10.97 billion yuan, 8.53 billion yuan, and 8.38 billion yuan, respectively, with net profits of 227 million yuan, 64.7 million yuan, and a loss of 79.9 million yuan [19][20]. - In the first three quarters of 2025, Gongjin's revenue increased by 8.15% to 6.54 billion yuan, and net profit surged by 529.94% to 86.29 million yuan [21][22]. Company Overview - Gongjin Co., Ltd. was listed on the Shanghai Stock Exchange in February 2015, primarily engaged in network communication, mobile communication, and automotive electronics [19]. - Tangshan Industrial Holding, established in June 2014, focuses on enterprise incubation services and investment in various sectors, including chemical products and photovoltaic businesses [24][27].

Group 1 - The core point of the article is that Gongjin Co., Ltd. will change its controlling shareholder to Tangshan Industrial Holding Group Co., Ltd., with the actual controller becoming the Tangshan State-owned Assets Supervision and Administration Commission [2][5] - Gongjin Co., Ltd. has been suspended from trading since October 27 and plans to resume trading on November 3 [5] - As of October 24, Gongjin's stock price was 11.94 yuan per share, with a market capitalization of 9.4 billion yuan [5] Group 2 - The first share transfer agreement was signed on October 31, where the current major shareholders will transfer approximately 11.18% of their shares to Tangshan Industrial Holding at a price of 10.75 yuan per share, totaling 9.47 billion yuan [9][11] - After the first share transfer and voting rights delegation, Tangshan Industrial Holding will hold about 11.18% of Gongjin's shares and have 26.10% of the voting rights [14] - The second share transfer is planned to further enhance Tangshan Industrial Holding's control over Gongjin, with agreements to transfer additional shares by June 30, 2026 [17][18] Group 3 - Gongjin Co., Ltd. reported revenues of 10.974 billion yuan, 8.530 billion yuan, and 8.376 billion yuan for the years 2022 to 2024, with net profits of 227 million yuan, 64.7 million yuan, and a loss of 79.9 million yuan respectively [23] - In the first three quarters of 2025, Gongjin's revenue increased by 8.15% to 6.539 billion yuan, and net profit surged by 529.94% to 86.3 million yuan [27][28] - The company has no plans to fundamentally change its main business in the next 12 months but may propose reasonable adjustments to enhance its sustainable development and profitability [22]

Core Insights - The Optical Circuit Switch (OCS) technology enables direct optical signal switching, achieving nanosecond-level switching, low latency, and high energy efficiency, with significant market growth expected in the coming years [1][10][12] Industry Overview - OCS operates entirely in the optical domain, avoiding the delays and power consumption associated with optical-electrical-optical conversions, making it suitable for high-performance applications [2][3] - The OCS market is projected to exceed $2 billion globally by 2031, with China's market expected to surpass 2 billion yuan by 2025, driven by policy support and increasing computational demands [1][12] Technology Development - Three main technological routes for OCS are MEMS, DLC, and DLBS, with DLBS gaining traction due to its low loss and fast switching capabilities, making it a focus for major companies like Google [5][6] - The integration of OCS with other technologies such as CPO and SDN is becoming a core direction for enhancing performance and reducing latency [15] Policy Support - The Chinese government has introduced multiple policies to promote the development of OCS, establishing a comprehensive support system that includes planning, standardization, infrastructure development, and innovation support [6][8] Market Dynamics - The OCS industry chain in China is characterized by reliance on imported core components, intense competition in equipment integration, and explosive growth in application scenarios, particularly in data center interconnections [8][10] - The data center market in China is expected to reach 318 billion yuan by 2025, with OCS playing a crucial role in enhancing energy efficiency and performance [10][12] Competitive Landscape - The competitive landscape of the OCS industry in China is stratified, with leading companies like Huawei and ZTE dominating the high-end market, while other firms focus on AI data centers and international markets [13][14] Future Trends - The OCS industry is expected to evolve along the lines of technology integration, ecosystem standardization, and expansion into various application scenarios, including industrial internet and smart grids [15][16][17]

Group 1 - The U.S. Treasury Secretary indicated that a U.S.-China trade agreement could be signed as early as next week, with China expressing willingness to work with the U.S. to implement the consensus reached by the two heads of state [1] - The public fund industry in China, valued at over 36 trillion yuan, is undergoing significant reforms, including guidelines for performance benchmarks that may lead to reduced compensation for fund managers whose long-term performance falls below benchmarks [1] Group 2 - The State Council is focusing on deepening reforms in key areas and expanding institutional openness, aiming to enhance market access and optimize regulatory frameworks for factor markets [2] - The People's Bank of China is working on optimizing the monetary policy framework and addressing market "herding effects," while also preparing policy tools to respond to macroeconomic and financial market fluctuations [2] - The Ministry of Finance plans to utilize special bonds and long-term government bonds effectively to encourage private capital participation in major projects and improve income distribution [2] Group 3 - The National Development and Reform Commission announced that 2 trillion yuan of the 5 trillion yuan local government debt limit will be allocated for new special bonds to support investment in certain provinces [3] - China's manufacturing PMI for October was reported at 49%, a decrease of 0.8 percentage points from the previous month, while the non-manufacturing PMI rose slightly to 50.1 [3] - A new action plan for smart city development aims to establish over 50 fully digital transformation cities by the end of 2027 [3] Group 4 - The China Securities Regulatory Commission (CSRC) is emphasizing the need for a more inclusive and adaptable capital market system during the 14th Five-Year Plan period, including reforms in the Sci-Tech Innovation Board and the Growth Enterprise Market [5] - The CSRC has taken a strict stance against misinformation in the capital market, reinforcing a "zero tolerance" policy towards false information dissemination [5] - A-shares experienced a decline, with the Shanghai Composite Index closing down 0.81% at 3954.79 points, while small-cap stocks saw a rebound [6] Group 5 - The Hong Kong Hang Seng Index closed down 1.43%, with technology stocks continuing to struggle, while healthcare stocks performed well [6] - The Shanghai Stock Exchange reported a year-on-year increase in net profit for listed companies in Q3, with significant growth in mergers and acquisitions since the introduction of new policies [6] - The Hong Kong Stock Exchange announced an expansion of the "Southbound ETF Connect" list, increasing the number of ETFs available for trading [7] Group 6 - The Ministry of Housing and Urban-Rural Development is reforming the real estate development and sales system to prevent delivery risks and protect buyers' rights [10] - The top 100 real estate companies in China reported a sales amount of 253 billion yuan in October, reflecting a year-on-year decrease of 41.9% [10] - The China Automotive Dealers Association reported an increase in the inventory warning index for October, indicating improved conditions in the automotive circulation industry [11]

Core Viewpoint - Gongjin Co., Ltd. is set to welcome the entry of Tangshan State-owned Assets into its major shareholder structure, which will lead to a change in its controlling shareholder status [1] Share Transfer Details - The major shareholders, Tang Fonan and his associates, plan to transfer a total of 88.06 million shares (11.18% of total equity) to Tangshan Industrial Holding Group Co., Ltd. [1] - The share transfer price is set at 10.75 CNY per share, approximately 10% lower than the last closing price of 11.94 CNY, totaling 947 million CNY [3] - After the transfer, Tangshan Industrial Holding will become the controlling shareholder, with the Tangshan State-owned Assets Supervision and Administration Commission as the actual controller [1][3] Shareholding Changes - Following the transfer, Tang Fonan's shareholding will decrease to 15.63%, while Wang Davi's will drop to 14.91% [3] - Both Tang Fonan and Wang Davi are required to transfer additional shares by June 30, 2026, which will increase Tangshan Industrial Holding's voting rights to 30% [3] Future Share Acquisition Rights - Tangshan Industrial Holding has the right to further acquire shares through private placements or additional purchases until January 29, 2027 [3] - By December 31, 2028, both Tang Fonan and Wang Davi must reduce their shareholding to below 5% of the total equity [3] Tangshan Industrial Holding Overview - Established in June 2014 with a registered capital of 8.5 billion CNY, Tangshan Industrial Holding focuses on enterprise incubation, management consulting, and various industrial sectors [4] - The company has been active in capital markets, acquiring control of companies like Kangda New Materials and Fengfan Co., Ltd. [4] - As of June 30 this year, Tangshan Industrial Holding reported total assets of 23.57 billion CNY and a net asset of 4.88 billion CNY, although it faced profitability challenges with negative net profits in recent periods [4] Gongjin Co., Ltd. Performance - In the first three quarters of this year, Gongjin Co., Ltd. achieved revenue of 6.54 billion CNY, a year-on-year increase of 8.15%, and a net profit of 86.29 million CNY, up 529.94% [4]