中德证券有限责任公司 关于 江西沃格光电集团股份有限公司 2025 年度向特定对象发行 A 股股票 之 上市保荐书 保荐机构（主承销商） 2025 年 10 月 3-2-1 声 明 中德证券有限责任公司（以下简称"保荐机构""保荐人""中德证券"或"主承销 商"）及其保荐代表人已根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》（以下简称"《证券法》"）、《上市公司证券发行注册管理办法》（以 下简称"《管理办法》"）、《上海证券交易所股票上市规则》（以下简称"《上市规则》"） 等法律法规和中国证监会及上海证券交易所的有关规定，诚实守信，勤勉尽责，严格按 照依法制订的业务规则和行业自律规范出具上市保荐书，并保证所出具文件真实、准确、 完整。 本上市保荐书中，除上下文另有所指，释义与《江西沃格光电集团股份有限公司 2025 年度向特定对象发行 A 股股票募集说明书》相同。 3-2-2 | | | | 声 | 明 | 2 | | --- | --- | --- | | 目 | 录 | 3 | | 第一节 | | 本次证券发行基本情况 4 | | 一、 | | 发行人基本情况 4 | ...

Group 1: BOE Technology Group - On October 10, BOE Technology Group received a resignation letter from Vice Chairman Gao Wenbao, who will no longer hold any positions in the company or its subsidiaries after his resignation [2] - On October 30, BOE's board elected Wang Xiping as the new Vice Chairman for the 11th board, with a term starting from the date of election until the current board's term ends. Wang has extensive experience in various leadership roles within the company [4] Group 2: Wogue Optoelectronics - Wogue Optoelectronics is undergoing a board re-election as the term of the 4th board is about to expire. The new 5th board will consist of 7 directors, including 3 non-independent directors, 3 independent directors, and 1 employee representative director [5] - The board has nominated candidates for the 5th board, including Yi Weihua, Zhang Chunjao, and Wang Mingxin as non-independent directors, and Li Hanguo, Yu Yihua, and Wang Ning as independent directors. The candidates will be voted on at the 2025 4th extraordinary shareholders' meeting [8] Group 3: AOC Technology - On October 30, AOC Technology's board received a resignation letter from Vice President and CFO Zhang Qiang, who resigned due to personal reasons and will no longer hold any positions in the company [9] - Following Zhang's resignation, President Xuan Jiansheng will temporarily assume the role of CFO while the company expedites the hiring process for a new CFO [11] - Xuan Jiansheng has a strong background, including a PhD from New York University and experience in various companies before joining AOC Technology in 1989, where he has held multiple leadership roles [12]

证券代码：603773 证券简称：沃格光电 公告编号：2025-092 江西沃格光电集团股份有限公司 关于 2023 年股票期权与限制性股票激励计划 部分限制性股票回购注销完成的公告 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。 （一）2025 年 7 月 21 日，公司召开的第四届董事会第二十四次会议和第四届监 事会第二十一次会议，审议通过了《关于 2023 年股票期权与限制性股票激励计划注 销部分股票期权及回购注销部分限制性股票的议案》，具体内容详见公司于 2025 年 7 月 22 日在上海证券交易所网站（www.sse.com.cn）披露的《江西沃格光电集团股份有 限公司关于 2023 年股票期权与限制性股票激励计划注销部分股票期权及回购注销部 分限制性股票的公告》（公告编号：2025-059）。 （二）2025 年 7 月 22 日，公司于上海证券交易所网站（www.sse.com.cn）及指 定媒体上披露了《江西沃格光电集团股份有限公司关于回购注销部分限制性股票通知 债权人的公告》（公告编号：2025-060）， ...

Core Viewpoint - The company has completed the repurchase and cancellation of a portion of restricted stock under its 2023 stock option and restricted stock incentive plan, affecting a total of 18,200 shares [1] Summary by Sections Stock Repurchase and Cancellation - The repurchase and cancellation involved 18,200 shares of restricted stock that had not yet been released from restrictions, with the cancellation completed on October 30, 2025 [1] - Following the cancellation, the company's total share capital decreased from 224,657,333 shares to 224,639,133 shares [1] Share Structure Changes - The number of restricted shares with limited sale conditions decreased to 78,000 shares, while the number of unrestricted shares remained unchanged [1] - The company will proceed with the necessary business registration changes following the completion of the repurchase and cancellation [1]

Core Viewpoint - The company, Woge Optoelectronics, has submitted a refinancing application to raise 1.5 billion yuan for the construction of a glass-based Mini LED display backlight module project, as well as for working capital and repaying bank loans [2]. Group 1: Project Details - The total investment for the glass-based Mini LED display backlight module project is 2.0058136 billion yuan, with 1.06 billion yuan allocated from the raised funds [4]. - The project aims to achieve an annual production capacity of 6.05 million glass-based Mini LED display backlight modules after a 24-month construction period [5]. - The project will enhance the company's product structure and create new profit growth points, thereby strengthening its market competitiveness in the glass-based Mini LED sector [5]. Group 2: Industry Context - The Mini LED technology is gaining traction as it meets the increasing consumer demand for better display quality, brightness, and contrast compared to traditional LCDs [6]. - Major TV manufacturers are accelerating the commercialization of Mini LED technology, with a projected surge in Mini LED TV sales penetration from less than 5% in 2023 to 18% in 2024 [7]. - The expected shipment volume of Mini LED backlight products is forecasted to reach 13.79 million units in 2024, with a compound annual growth rate (CAGR) of approximately 23.9% from 2023 to 2027 [7].

Group 1 - The core viewpoint of the news is that Woge Optoelectronics (603773.SH) reported a decrease in institutional ownership in its third-quarter report for 2025, with a total of 8 institutional investors holding 36.92 million shares, representing 16.44% of the total share capital, down by 2.60 percentage points from the previous quarter [1] - Among public funds, there was a decrease in holdings from one fund, namely the Xingquan Convertible Bond Mixed Fund, which saw a reduction of 0.13% in its holdings compared to the previous quarter [1] - A total of 27 public funds did not disclose their holdings this quarter, including funds such as Xingquan He Feng Three-Year Holding Mixed Fund and Xingquan Multi-Dimensional Value Mixed A [1] Group 2 - In the insurance sector, there was a slight increase in holdings from one insurer, namely Ruizhong Life Insurance Co., Ltd. - Proprietary Funds, indicating a small uptick in their investment [2]

Core Viewpoint - The company reported a revenue increase of 15.66% year-on-year for the first three quarters of 2025, but also faced a net loss attributable to shareholders of approximately 66.94 million yuan [1] Financial Performance - Revenue for the first three quarters of 2025 was approximately 1.9 billion yuan [1] - The net profit attributable to shareholders was a loss of about 66.94 million yuan [1] - Basic earnings per share showed a loss of 0.3005 yuan [1]

Group 1 - The company, Woge Optoelectronics, announced the convening of its 27th meeting of the fourth board of directors on October 30, 2025, to review the proposal for the third quarter report of 2025 [1] - For the year 2024, the company's revenue composition is as follows: 99.84% from the optoelectronic device industry and 0.16% from other businesses [1]

Core Insights - The company reported a total operating revenue of 1.9 billion yuan for the first three quarters of 2025, representing a year-on-year increase of 15.66% [1] - The net profit attributable to shareholders of the parent company was a loss of 66.94 million yuan, which is an increase in loss of 17.52 million yuan compared to the same period last year [1] - The basic earnings per share stood at -0.3005 yuan [1]

Core Viewpoint - Wog Optical announced the election of Mr. Li Gao Gui as the employee representative director of the fifth board of directors during the third employee representative assembly held on October 30, 2025, with unanimous approval from all attending employee representatives [1] Summary by Categories - **Company Announcement** - Wog Optical held its third employee representative assembly on October 30, 2025 [1] - Mr. Li Gao Gui was elected as the employee representative director of the fifth board of directors [1] - The election received unanimous consent from all attending employee representatives [1]