Summary of Key Points Core Viewpoint - The report provides an overview of the fundraising activities and the usage of funds by Jiangxi Woge Optoelectronics Group Co., Ltd. as of March 31, 2025, confirming compliance with regulatory requirements and reflecting the actual usage of previously raised funds [1][3]. Fundraising and Storage - The company raised a total of RMB 170.50 million through a non-public offering of 14,800,347 shares at RMB 11.52 per share, with net proceeds amounting to RMB 166.77 million after deducting underwriting and sponsorship fees [3][4]. - As of March 31, 2025, the total amount of funds stored in the bank account was RMB 167.70 million, with a noted difference of RMB 1.58 million due to deducted fees [5][6]. Fund Usage - The actual investment amount from the raised funds was RMB 166.13 million, which is RMB 1.53 million more than the committed investment amount, attributed to interest income and net fees [6][7]. - The funds were primarily used to supplement working capital and repay bank loans, enhancing the company's operational capacity and risk management, but did not generate direct measurable benefits [6][7]. Fund Management - There were no instances of idle funds being used for cash management as of the reporting date [7]. - The company did not engage in any transfer or replacement of investment projects funded by the previous fundraising [6][7].

Core Viewpoint - Jiangxi Woge Optoelectronics Group Co., Ltd. has established a shareholder return plan for the next three years (2025-2027) to enhance transparency and operational clarity in profit distribution, ensuring reasonable returns for shareholders while maintaining sustainable business development [1][2]. Summary by Sections Factors Considered in the Dividend Return Plan - The company focuses on long-term and sustainable development, considering actual operating conditions, future profitability, cash flow, shareholder returns, social capital costs, and external financing environment [1]. Principles for Formulating the Dividend Return Plan - The plan adheres to the company's articles of association, considers shareholder opinions, balances short-term and long-term interests, and emphasizes cash dividends while ensuring compliance with legal regulations [2]. Measures to Protect Shareholder Interests - The profit distribution proposal will be drafted by the board based on profitability, funding needs, and shareholder feedback, requiring approval from the shareholders' meeting [2][3]. Specific Content of the Shareholder Return Plan - The company will implement an active profit distribution policy, prioritizing reasonable returns to investors while ensuring the continuity and stability of profit distribution [3][4]. Profit Distribution Period - The company will generally conduct annual profit distributions, with the option for mid-term distributions based on funding needs [3]. Forms of Profit Distribution - The company will distribute dividends in cash, stock, or a combination, with a preference for cash dividends [3][4]. Conditions for Profit Distribution - Cash dividends must constitute at least 20% of the distributable profits for the year, with specific conditions for stock dividends based on company growth and financial health [4][5]. Profit Distribution Plan Formulation and Implementation - The board will thoroughly research and consider the timing, conditions, and minimum ratios for cash dividends, ensuring independent directors' opinions are documented and disclosed [5][6]. Adjustments to the Profit Distribution Plan - The company may adjust its profit distribution policy in response to significant changes in operational conditions or external environments, requiring independent director and supervisory board input [6][7]. Disclosure of Profit Distribution Plans - The company will provide detailed disclosures in annual reports regarding the formulation and execution of cash dividend policies, including any adjustments made [7]. Review Cycle and Decision Mechanism for Future Shareholder Return Plans - The company will review the shareholder return plan every three years, incorporating feedback from shareholders and independent directors, with changes requiring a two-thirds majority approval at the shareholders' meeting [7].

Core Viewpoint - The company plans to issue A-shares to specific investors, which may dilute immediate returns for existing shareholders, but aims to enhance its financial strength and long-term growth potential through the raised capital [1][5]. Financial Impact of the Issuance - The issuance will not exceed 30% of the company's total shares prior to the issuance, resulting in an increase in total shares from 222,887,733 to 289,930,902 [2][3]. - The total amount raised from the issuance is projected to be 1.5 billion yuan [2]. - Immediate financial metrics such as earnings per share (EPS) and return on equity (ROE) are expected to be diluted due to the increased share count and the time required for the investment projects to generate returns [1][5]. Assumptions and Scenarios - The company analyzed three scenarios for the 2025 fiscal year regarding net profit changes, including maintaining, increasing, or decreasing net losses compared to 2024 [2][3]. - In the first scenario, if net losses remain the same, basic EPS is projected to decrease from -0.56 to -0.54 [3]. - In the second scenario, with a 10% increase in net losses, basic EPS would further decline to -0.59 [3]. - In the third scenario, with a 10% decrease in net losses, basic EPS could improve to -0.48 [3]. Business Development and Project Relevance - The funds raised will be used for the "Glass-based Mini LED Display Backlight Module Project," which aligns with the company's existing optical glass processing and display device businesses [5][9]. - The project is expected to enhance the company's competitive edge and long-term profitability by leveraging its technological expertise in optical glass processing [5][9]. Talent and Technical Capabilities - The company has a strong focus on talent development, with core technical personnel being cultivated internally and supplemented by external recruitment [6][7]. - The company holds 430 authorized patents, including 119 invention patents, showcasing its robust R&D capabilities in the Mini LED sector [7][8]. Measures to Mitigate Dilution Risks - The company has established a fundraising management system to ensure the proper use of raised funds, aiming to protect investor interests [10]. - It plans to accelerate the implementation of fundraising projects to enhance business development and market competitiveness [10]. - The company will also improve its governance and internal controls to ensure compliance with relevant regulations and protect shareholder rights [10][11].

Core Viewpoint - Jiangxi Woge Optoelectronics Group Co., Ltd. has disclosed its regulatory history over the past five years, indicating no penalties from securities regulatory authorities or exchanges, but has faced regulatory scrutiny regarding information disclosure practices related to its technology partnerships and financing trade activities [1][8]. Regulatory Penalties - The company has not been penalized by securities regulatory authorities or exchanges in the last five years [1]. - The company received regulatory attention due to misleading information regarding its electric color-changing technology partnership with OnePlus, which led to significant stock price fluctuations [2][3]. Regulatory Measures and Rectification - The Shanghai Stock Exchange issued a regulatory notice highlighting the company's failure to disclose the uncertainty of its electric color-changing technology's commercial viability, which could mislead investors [2][3]. - The company and its former board secretary were required to improve compliance with disclosure regulations and enhance corporate governance practices [3][5]. Financing Trade Issues - The company engaged in financing trade activities with reported amounts of 0.66 billion and 1.78 billion, but failed to disclose these in regular reports, leading to incomplete information disclosure [4][6]. - The company misclassified interest income as operating revenue instead of investment income, violating disclosure regulations [6][7]. Rectification Measures - Following regulatory warnings, the company has committed to improving its governance and compliance with disclosure requirements, ensuring accurate and complete information dissemination [5][7]. - The company has emphasized the importance of learning from past mistakes and enhancing the awareness of regulatory compliance among its personnel [7].

Group 1 - Aerospace Chuangxin has been suspended from participating in military procurement activities due to violations, effective from May 29, 2025, impacting its logistics support equipment business [2] - Bohai Automobile plans to acquire stakes in several companies, including 51% of Beiqi Moulding and 51% of Langfang Andao, through a combination of share issuance and cash payment, with stock suspension starting June 3, 2025 [3] - Sifang Jingchuang confirmed that its operations are normal and there are no undisclosed significant matters, despite a stock price fluctuation exceeding 30% over three trading days [4] Group 2 - ST Weidi will resume trading on June 4, 2025, with the removal of the delisting risk warning and a change in stock abbreviation to Weidi Co., Ltd., allowing a price fluctuation limit increase from 5% to 10% [5] - China Communications Construction Company plans to repurchase A-shares worth between 500 million and 1 billion yuan, with a maximum price of 13.58 yuan per share, pending shareholder approval [6] - Yinghantong intends to raise the upper limit of its share repurchase price from 38 yuan to 65.04 yuan due to recent stock price increases [7] - Lanjian Intelligent's controlling shareholder proposes a share repurchase plan of 10 million to 20 million yuan for employee stock ownership plans [9] Group 3 - Woge Optoelectronics plans to raise up to 1.5 billion yuan through a private placement to fund a glass-based Mini LED display backlight module project and to supplement working capital and repay bank loans [10]

Core Viewpoint - The company has decided to terminate the plan for a specific issuance of A-shares for the year 2023 due to changes in the capital market environment and its own circumstances, while also preparing for a new issuance plan for 2025 [1][2]. Meeting Details - The fourth Supervisory Board's 20th meeting was held on May 30, 2025, with all three supervisors present, ensuring compliance with relevant laws and regulations [1]. Resolutions Passed - The resolution to terminate the 2023 specific issuance of A-shares was approved unanimously [2]. - The resolution confirming the company's eligibility for a specific issuance of A-shares was also approved unanimously [2]. - The resolution for the 2025 specific issuance of A-shares was approved, detailing the type of shares, issuance method, and timing [3][4]. Issuance Plan for 2025 - The shares to be issued will be domestic RMB ordinary shares (A-shares) with a par value of RMB 1.00 each [3]. - The issuance will be conducted through a specific issuance method, subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [3]. - The issuance will target no more than 35 specific investors, including various financial institutions and qualified investors [3][4]. Pricing and Quantity - The issuance price will not be lower than 80% of the average trading price over the 20 trading days prior to the pricing date [4]. - The total number of shares issued will not exceed 30% of the company's total share capital before the issuance, amounting to a maximum of 67,043,169 shares [5]. Fundraising and Usage - The total amount to be raised from the issuance is capped at RMB 150 million, with the net proceeds intended for specific investment projects [6][9]. - The company may adjust the investment sequence and amounts based on project progress and funding needs [9]. Lock-up Period and Listing - Shares acquired through this issuance will be subject to a six-month lock-up period post-issuance [10]. - After the lock-up period, the shares will be listed on the Shanghai Stock Exchange [10]. Profit Distribution - The retained earnings prior to the issuance will be shared among new and existing shareholders based on their respective shareholding ratios post-issuance [10]. Validity of Resolutions - The resolutions related to the issuance are valid for 12 months from the date of approval by the shareholders' meeting [10]. Future Dividend Planning - The company has developed a three-year dividend return plan (2025-2027) to enhance its dividend decision-making and investor return mechanisms [15].

关于公司 2025 年度向特定对象发行 A 股股票的书面审核意见 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司证券 发行注册管理办法》等相关法律、法规、规章及规范性文件及《江西沃格光电集 团股份有限公司章程》（以下简称"《公司章程》"）的有关规定，江西沃格光 电集团股份有限公司（以下简称"公司"）监事会在全面了解和认真审核公司 上，就本次发行的相关事项发表书面审核意见如下： 一、关于公司向特定对象发行 A 股股票相关事项的审核意见 （一）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 司证券发行注册管理办法》等有关法律、法规及规范性文件的规定，经认真自查、 逐项论证，监事会一致认为公司符合向特定对象发行 A 股股票的各项条件，具备 向特定对象发行股票的资格。 （二）公司本次发行的方案及预案符合《中华人民共和国公司法》《中华人 民共和国证券法》《上市公司证券发行注册管理办法》等有关法律、法规及规范 性文件的规定。根据公司编制的《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 股股票方案论证分析报告》，本次发行具备必要性和可行性，发 行方案公平、合理，符合相关法律 ...

Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on June 16, 2025, at 14:00 [1] - The meeting will take place at the conference room of Woge Technology Park, Xinyu City, Jiangxi Province [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's network voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's network voting system from 9:15 to 15:00 on the day of the meeting [1][4] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [4] - Duplicate voting through different methods will be counted based on the first vote cast [4] Agenda Items - The meeting will review several non-cumulative voting proposals, including: - A report on the feasibility of issuing A-shares to specific targets for 2025 [3] - A report on the use of funds raised from the issuance of A-shares [3] - Measures to mitigate the dilution of immediate returns from the issuance of A-shares [3] - Authorization for the board to handle matters related to the issuance of A-shares [3] - No related shareholders are required to abstain from voting on these proposals [3] Attendance Requirements - Shareholders registered by the close of trading on June 10, 2025, are eligible to attend the meeting [5][6] - Attendees must provide necessary documentation, including identification and proof of share ownership [6][7] Registration Details - Registration for attendance can be done in person or via mail/fax from June 10 to June 15, 2025 [7] - The registration location is the board office at Woge Technology Park [7] Additional Information - Attendees are responsible for their own travel and accommodation expenses [7] - Contact information for meeting inquiries is provided [7][8]

证券代码：603773 证券简称：沃格光电 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 股股票预案 二〇二五年五月 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 股股票预案 公司声明 1、公司及董事会全体成员保证本预案内容真实、准确、完整，并确认不存在虚假 记载、误导性陈述或重大遗漏。 2、本预案按照《上市公司证券发行注册管理办法》等法规及规范性文件的要求编 制。 3、本次向特定对象发行股票完成后，公司经营与收益的变化由公司自行负责；因 本次向特定对象发行股票引致的投资风险，由投资者自行负责。 4、本预案是公司董事会对本次向特定对象发行股票的说明，任何与之相反的声明 均属不实陈述。 5、投资者如有任何疑问，应咨询自己的股票经纪人、律师、专业会计师或其他专 业顾问。 6、本预案所述事项并不代表审批机关对于本次向特定对象发行股票相关事项的实 质性判断、确认或批准，本预案所述本次向特定对象发行股票相关事项的生效和完成 尚待公司股东大会审议通过、上海证券交易所审核通过并经中国证监会作出同意注册 决定。 1 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 股股票预案 ...

2025 年度向特定对象发行 A 股股票预案的披露事项不代表审批机关对本次 向特定对象发行股票相关事项的实质性判断、确认或批准，预案所述本次向特定 对象发行股票相关事项的生效和完成尚需公司股东大会审议通过、上海证券交易 所审核通过及中国证监会同意注册后方可实施，本次公司向特定对象发行股票能 否成功实施存在不确定性，敬请广大投资者注意投资风险。 证券代码：603773 证券简称：沃格光电 公告编号：2025-038 江西沃格光电集团股份有限公司 关于公司向特定对象发行 A 股股票预案披露的提示性公告 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。 江西沃格光电集团股份有限公司（以下简称"公司"）于 2025 年 5 月 30 日召开第四届董事会第二十三次会议、第四届监事会第二十次会议，审议并通过 了关于公司 2025 年度向特定对象发行 A 股股票的相关议案。公司《2025 年度向 特定对象发行 A 股股票预案》（以下简称"预案"）及相关文件在上海证券交 易所网站（www.sse.com.cn）及指定媒体上披露，敬请广大投资者注 ...