Core Viewpoint - Guangdong Lair Technology Co., Ltd. is undergoing a share transfer where its controlling shareholder, Guangdong Tenail Investment Co., Ltd., will transfer 7,759,000 shares (5.00% of total shares) to Guangdong Shiyun Circuit Technology Co., Ltd. at a price of 19.74 yuan per share, totaling 153,162,660 yuan. This transfer does not involve a change in control or significant impact on the company's governance structure [1][2][3]. Summary by Sections Agreement Transfer Overview - The share transfer involves Guangdong Tenail Investment Co., Ltd. selling 7,759,000 shares to Guangdong Shiyun Circuit Technology Co., Ltd. at a price of 19.74 yuan per share, amounting to 153,162,660 yuan [2][3]. - Before the transfer, Tenail held 80,000,000 shares (51.55% of total shares), and after the transfer, it will hold 72,241,000 shares (46.55%) [1][2]. - Shiyun Circuit will hold 7,759,000 shares (5.00%) post-transfer, having held none prior [1][2]. Background and Purpose of the Transfer - Shiyun Circuit is a listed company on the Shanghai Stock Exchange, focusing on printed circuit boards (PCBs) and has expanded into high-growth sectors such as new energy vehicles and AI [2][3]. - The transfer aims to establish Shiyun Circuit as a strategic investor and long-term partner for Lair Technology, facilitating collaboration in automotive electronics, new energy batteries, and emerging fields like AI and robotics [3][4]. Strategic Cooperation Framework - The partnership will focus on joint research and development, optimizing product offerings in areas like "film + FFC + PCB" solutions, enhancing customer engagement and product performance [3][14]. - Both companies will leverage their customer resources in automotive electronics and new energy sectors to expand market coverage and enhance competitiveness [6][14]. - The collaboration will also explore supply chain synergies, aiming to improve procurement efficiency and stability [7][15]. Future Collaboration and Market Expansion - The strategic relationship is expected to drive joint market development, particularly in high-growth areas such as AI servers and low-altitude flying vehicles [6][14]. - Both companies will work together to identify potential acquisition opportunities in high-growth sectors, enhancing their market positions and long-term value [8][15]. Compliance and Approval Process - The share transfer is subject to compliance confirmation by the Shanghai Stock Exchange and registration with the China Securities Depository and Clearing Corporation [2][3].

一、董事会会议召开情况 证券代码：603920 证券简称：世运电路 公告编号：2025-053 广东世运电路科技股份有限公司 第五届董事会第六次会议决议公告 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。 具体内容详见公司同日披露于上海证券交易所网站（www.sse.com.cn）上的 《世运电路关于公司拟协议受让莱尔科技部分股份暨关联交易的公告》（公告编 号：2025-054）。 三、备查文件 （一）《广东世运电路科技股份有限公司第五届董事会第六次会议决议》； （二）《广东世运电路科技股份有限公司第五届董事会独立董事专门会议第 二次会议决议》。 特此公告。 广东世运电路科技股份有限公司董事会 广东世运电路科技股份有限公司（以下简称"公司"）第五届董事会第六次 会议（以下简称"会议"）通知于 2025 年 6 月 18 日以电子邮件方式发出，于 2025 年 7 月 3 日在公司三楼一号会议室以现场结合通讯表决的方式召开，并以记名的 方式进行了表决。会议由董事长林育成先生主持，会议应参加董事 7 人，实际参 加 7 人（其中： ...

Core Viewpoint - The company intends to acquire 7,759,000 shares of Guangdong Lair Technology Co., Ltd., representing 5.00% of its total share capital, at a price of 19.74 yuan per share, totaling 153,162,660 yuan, to enhance strategic cooperation in various high-tech fields [1][2][3] Transaction Overview - The transaction involves the acquisition of shares from Guangdong Tenair Investment Co., Ltd. to promote strategic collaboration in automotive electronics, new energy batteries, low-altitude flight, humanoid robots, and AI servers [2][3] - The shares will be acquired at a price of 19.74 yuan per share, based on the closing price on the trading day prior to the agreement [4][12] - The funding for the acquisition will come from the company's own funds [4][12] Purpose and Reason for the Transaction - The acquisition aims to establish a strategic partnership with Lair Technology, facilitating resource integration and enhancing competitiveness in emerging fields [3][11] - The collaboration is expected to improve shareholder returns and expand market reach, particularly in the domestic market for automotive and electronic products [3][11] Nature of the Transaction - The transaction is classified as a related party transaction due to the involvement of a related party, De Xin Venture Capital Co., Ltd., which holds a minor stake in Lair Technology [2][3] - The transaction does not constitute a major asset restructuring as defined by relevant regulations [2][3] Financial Performance of Lair Technology - Lair Technology reported a revenue of 526 million yuan for the year 2024, a year-on-year increase of 19.95%, and a net profit of 37 million yuan, up 27.69% [11] - For the first quarter of 2025, the company achieved a revenue of 165 million yuan, representing a 65.94% year-on-year growth, with a net profit of 11 million yuan, up 27.87% [11][10] Strategic Cooperation Framework - The strategic cooperation will focus on joint research and development, leveraging each company's strengths in technology and market channels to create a global collaborative sales system [16][17] - The partnership aims to explore supply chain collaboration and joint investment opportunities in various high-tech sectors [16][17]

Core Viewpoint - The company plans to acquire a 5% stake in Guangdong Lair Technology Co., Ltd. from Guangdong Tenair Investment Co., Ltd. for a total price of 153,162,660 yuan, aiming to enhance strategic cooperation in emerging industries such as automotive electronics and new energy batteries [2][3] Group 1: Acquisition Details - The acquisition involves purchasing 7,759,000 shares at a price of 19.74 yuan per share, representing 5% of Lair Technology's total equity [2] - The transaction is expected to facilitate deep strategic cooperation between the two companies in various fields, including automotive electronics, new energy batteries, and AI servers [2] Group 2: Strategic Cooperation - A strategic cooperation framework agreement was signed on July 3, 2025, outlining collaboration in technology innovation, resource sharing, and supply chain optimization [2] - The partnership aims to leverage Lair Technology's technological advantages in functional adhesive films to expand market presence and enhance competitiveness in emerging industries [3] Group 3: Financial and Operational Impact - The funding for the acquisition will come from the company's own resources, ensuring no significant adverse impact on its financial status or operational independence [3] - The strategic investment is aligned with the company's development strategy, focusing on synergistic effects to improve shareholder returns and optimize industry layout [3]

Core Viewpoint - The strategic partnership between Shiyun Circuit and Lair Technology aims to enhance competitiveness through resource integration and collaboration in various high-tech fields, including automotive electronics and new energy sectors [1][2][3] Group 1: Investment Details - Shiyun Circuit acquired a 5% stake in Lair Technology by purchasing 7.759 million shares at a price of 19.74 yuan per share, totaling 153 million yuan [1] - The transaction price represents a discount of approximately 20% compared to Lair Technology's closing price of 25.19 yuan per share [1] Group 2: Strategic Cooperation - The partnership focuses on five key areas: technological innovation and joint research, resource sharing and collaborative development, global sales network construction and channel sharing, supply chain optimization, and strategic investment layout [2] - Both companies aim to leverage their respective strengths to create a global collaborative sales system, particularly in the fields of automotive electronics and new energy batteries [2] Group 3: Future Prospects - Shiyun Circuit views this transaction as a strategic move to enhance shareholder returns through synergistic effects [3] - Lair Technology aims to leverage Shiyun Circuit's status as a strategic investor to gain a competitive edge in industry upgrades, promoting the idea that their collaboration will yield greater benefits than the sum of their individual efforts [3]

证券代码：603920 证券简称：世运电路 公告编号：2025-054 广东世运电路科技股份有限公司 截至本公告披露日，过去 12 个月内公司与德鑫投资未有发生关联交易， 与其他关联人未有发生与关联人共同投资的交易。 本次交易已经公司第五届董事会第六次会议审议通过，无需提交股东会 审议。本次交易尚需经上海证券交易所进行合规性确认，并在中国证券登记结算 有限责任公司上海分公司办理股份过户登记手续，本次交易能否最终完成尚存在 不确定性，敬请广大投资者注意投资风险。 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。 重要内容提示： 广东世运电路科技股份有限公司（以下简称"公司"或"世运电路"） 拟协议受让广东特耐尔投资有限公司（以下简称"特耐尔"）持有的广东莱尔新 材料科技股份有限公司（股票代码：688683，以下简称"莱尔科技"）7,759,000 股股份，占莱尔科技总股本的 5.00%，转让价格为 19.74 元/股，转让总价为 153,162,660 元。 本次交易前，公司未持有莱尔科技股份；本次交易后，公司持有莱尔科 ...

广东世运电路科技股份有限公司 第五届董事会第六次会议决议公告 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、董事会会议召开情况 广东世运电路科技股份有限公司（以下简称"公司"）第五届董事会第六次 会议（以下简称"会议"）通知于 2025 年 6 月 18 日以电子邮件方式发出，于 2025 年 7 月 3 日在公司三楼一号会议室以现场结合通讯表决的方式召开，并以记名的 方式进行了表决。会议由董事长林育成先生主持，会议应参加董事 7 人，实际参 加 7 人（其中：以通讯表决方式出席的董事 5 名）。公司监事及高级管理人员列 席了本次会议。本次会议的召开符合有关法律法规和《公司章程》的规定，会议 合法有效。 二、董事会会议审议情况 （一）审议并通过《关于协议受让莱尔科技部分股份暨关联交易的议案》 证券代码：603920 证券简称：世运电路 公告编号：2025-053 该议案表决结果：6 票赞成、0 票反对、0 票弃权、1 票回避表决。关联董事 王鹏先生回避表决。 具体内容详见公司同日披露于上海证券交易所网站（www.sse. ...

Core Viewpoint - The controlling shareholder, Tenail, plans to transfer 7.759 million shares, representing 5.00% of the total share capital of the company, to Shiyun Circuit for a total price of 153 million yuan [1] Group 1 - Before the transfer, Tenail held a 51.55% stake in the company, which will decrease to 46.55% after the transfer [1] - Shiyun Circuit did not hold any shares prior to the transfer and will hold 5.00% after the transaction [1] - This equity change does not involve a change in the company's control and will not significantly impact the company's governance structure or ongoing operations [1]

Investment Summary - The report maintains an "Overweight" rating for the semiconductor and consumer electronics sectors, highlighting the acceleration of semiconductor technology breakthroughs driven by AI, which is expected to enhance the upgrade of consumer electronics [1][2]. Semiconductor Technology Breakthrough - The semiconductor industry is experiencing a structural transformation due to the dual pressures of "bottleneck" and "breakthrough," leading to a decrease in the proportion of externally sourced chips from 63% in 2024 to 42% in 2025 [9]. - Emerging application fields such as low-altitude economy, commercial aerospace, AI, new energy vehicles, and intelligent robotics are driving the demand for precision electronic components, accelerating the domestic substitution process [9]. AIDC Sector - AI is driving an increase in server power, leading to a growth in demand for major equipment. The demand for data centers is continuously increasing due to the surge in data volume driven by cloud computing, big data, and AI technologies [12]. - The shift from traditional CPUs to GPUs in AI computing core devices is resulting in a significant increase in power requirements, necessitating higher system efficiency and reliability in power distribution [12]. Consumer Electronics - The market for domestic System on Chip (SoC) is growing, providing high-performance hardware support and customized software solutions for various industries, including smart homes and industrial automation [15]. - SoC chips are widely used in AI applications due to their high performance, low power consumption, and high integration, becoming essential components in consumer electronics such as smartphones and tablets [15]. CIS Market Recovery - The CIS market is experiencing rapid recovery, driven by increased shipments from manufacturers like OmniVision, Gekewei, and Sitaiwei, fueled by demand from smartphones, smart cars, and emerging fields like drones and AR/VR [17]. - Domestic CIS manufacturers are intensifying market expansion efforts, with high-end products expected to continue gaining market share, particularly in flagship smartphones [17].

Core Viewpoint - The announcement details the results of the stock option incentive plan for the second quarter of 2025, highlighting the execution of the plan and the stock options exercised by the company's employees [1][4]. Summary by Sections Stock Option Incentive Plan Approval and Disclosure - The company has completed the approval procedures and information disclosure for the 2021 stock option incentive plan, including the review of relevant proposals by the board and independent directors [1][2]. - The independent directors provided opinions on the proposals related to the stock option incentive plan [1][3]. Stock Option Exercise Results - For the first grant of stock options under the 2021 incentive plan, 98.59% of the options for the third exercise period were exercised, totaling 110,990 shares [4][10]. - The reserved stock options for the second exercise period saw 99.95% exercised, with a total of 919,500 shares exercised cumulatively [4][10]. - In total, 175,990 shares were exercised in the second quarter of 2025 from both the first grant and reserved stock options [4][10]. Decision Procedures and Information Disclosure - The decision-making process for stock option exercises and the related information disclosure were conducted in accordance with regulations, with no objections raised during the public notice period [4][5]. Changes in Stock Option Prices - The exercise price for the first grant of stock options was adjusted from 9.61 CNY to 8.41 CNY, and for reserved options from 13.44 CNY to 12.24 CNY due to profit distribution plans [5][6]. - Further adjustments were made to the exercise prices in subsequent meetings, reflecting changes in the company's profit distribution [6][7]. Impact on Share Capital Structure - Following the exercise of stock options, the total number of shares increased to 720,546,867, with all newly issued shares being tradable without restrictions [10][11]. - The company confirmed that the actual controller's status remained unchanged after the share issuance [11]. Financial Impact - The stock option exercises are not expected to have a significant impact on the company's financial condition or operating results [12].