北京锦路安生(西安)律师事务所 关于西安炬光科技股份有限公司 2025 年限制性 股票激励计划首次授予相关事项 的 法律意见书 锦路安生律师事务所 西安：西安市高新区锦业路 1 号都市之门 D 座 1804-1805 深圳：深圳市南山区深南大道 9678 号大冲商务中心 1 栋 2 号楼 B 座 2603 北京：北京市朝阳区工体东路 18 号中复大厦东区四层 上海：上海市浦东新区南汇新城镇海基一路 88 号上海临港海洋科技广场 H2 座 4 楼 405 室 电话: +86 29 88600389 +86 10-56907800 传真：029-81875553 | 释义 1 | | | --- | --- | | 正 | 文 4 | | 一、 | 本次授予的批准与授权 4 | | 二、 | 本次授予的具体情况 5 | | 三、 | 结论意见 7 | 北京锦路安生(西安)律师事务所 法律意见书 释义 | 除非另有说明，本法律意见书中相关词语具有以下特定含义： | | --- | | 本所 | 指 | 北京锦路安生(西安)律师事务所 | | --- | --- | --- | | 炬光科技、公司 | 指 | 西安炬 ...

Company Summary - Juguang Technology (SH 688167) held its 18th meeting of the fourth board of directors on November 4, 2025, to review the proposal for the first grant of restricted stock under the 2025 restricted stock incentive plan [1] - For the year 2024, Juguang Technology's revenue composition shows that the manufacturing of computers, communications, and other electronic equipment accounts for 99.59%, while other businesses contribute 0.41% [1] - As of the report date, Juguang Technology has a market capitalization of 11.8 billion yuan [1] Industry Summary - A significant increase in overseas orders has been reported, with a surge of 246%, covering over 50 countries and regions [1] - Entrepreneurs have raised concerns about some companies selling products at a loss, warning of the potential for vicious competition extending to overseas markets [1]

证券代码：688167 证券简称：炬光科技 公告编号：2025-085 西安炬光科技股份有限公司 第四届董事会第十八次会议决议公告 根据《上市公司股权激励管理办法》《西安炬光科技股份有限公司 2025 年 限制性股票激励计划（草案）》等相关规定和公司 2025 年第四次临时股东大会 的授权，公司 2025 年限制性股票激励计划规定的激励对象首次授予条件已经成 就，公司董事会同意将 2025 年 11 月 4 日作为首次授予日，以 120.80 元/股的授 予价格向符合授予条件的 94 名激励对象授予 324.00 万股。 以上具体内容详见同日披露于上海证券交易所网站（www.sse.com.cn）及指 定媒体的《西安炬光科技股份有限公司关于向 2025 年限制性股票激励计划激励 对象首次授予限制性股票的公告》（公告编号：2025-084）。 本议案已经公司第四届董事会薪酬与考核委员会第七次会议审议通过。 关联董事刘兴胜先生、张雪峰女士、叶一萍女士对此议案回避表决。 1 表决结果：4 票同意，0 票反对，0 票弃权，3 票回避。 特此公告。 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 ...

Core Points - The company, Juguang Technology (688167.SH), announced that the conditions for the 2025 restricted stock incentive plan have been met [1] - The first grant date is set for November 4, 2025, with a grant price of 120.80 yuan per share [1] - A total of 3.24 million restricted shares will be granted to 94 eligible incentive recipients [1]

Core Viewpoint - The company, Juguang Technology (688167.SH), has announced that the conditions for granting restricted stock under its 2025 incentive plan have been met, with the first grant date set for November 4, 2025, at a price of 120.80 yuan per share for 3.24 million shares to 94 eligible recipients [1] Summary by Categories - **Incentive Plan Details** - The board of directors has confirmed the achievement of the granting conditions for the restricted stock incentive plan for 2025 [1] - The first grant date is scheduled for November 4, 2025 [1] - A total of 3.24 million shares will be granted at a price of 120.80 yuan per share [1] - The recipients of the restricted stock include 94 eligible individuals [1]

Core Insights - The laser chip industry is experiencing significant growth driven by the rapid development of new information technology infrastructure and strong government policy support, with the market size in China expected to grow from 18.909 billion yuan in 2021 to 31.143 billion yuan in 2024, representing a compound annual growth rate (CAGR) of 18.09% [1][15] - By 2028, the market size of the laser chip industry in China is projected to reach 53.843 billion yuan, supported by the deep coverage of 5G networks, expansion of data centers, and widespread adoption of smart sensing applications [1][15] Industry Overview - Laser chips are semiconductor-based optoelectronic components that convert electrical energy directly into laser light, with applications in various fields including telecommunications, advanced manufacturing, and precision sensing [1][3] - The industry is characterized by a clear tiered competition structure, with leading global players dominating the first tier, while domestic companies like Changguang Huaxin and Juguang Technology are emerging in the second tier [1][16] Market Dynamics - The rapid construction of new information technology infrastructure, including the deployment of 5G networks and the acceleration of data center construction, is driving demand for high-speed, low-power laser chips [1][15] - Government policies continue to provide strong support for the optoelectronic industry, creating a favorable environment for growth [1][15] Industry Chain - The laser chip industry chain consists of upstream raw materials, specialized equipment, and auxiliary chemicals, with a reliance on imports for high-end materials and equipment [1][10] - The downstream applications include laser devices, modules, and systems used in various sectors such as industrial manufacturing, medical and beauty applications, scientific research, and consumer electronics [1][10] Development Trends - Future trends in the laser chip industry include miniaturization and microfabrication, power consumption optimization, reliability enhancement, and the integration of intelligent features [20][21][22][23] - The industry is expected to focus on reducing chip size through design optimization and advanced packaging techniques, while also improving energy efficiency and long-term reliability to meet the demands of industrial and automotive applications [20][21][22]

Market Overview - The semiconductor sector experienced a decline of 0.84% on November 3, with Juguang Technology leading the drop [1] - The Shanghai Composite Index closed at 3976.52, up 0.55%, while the Shenzhen Component Index closed at 13404.06, up 0.19% [1] Stock Performance - Notable gainers in the semiconductor sector included: - Pudian Co., Ltd. (688766) with a closing price of 146.14, up 14.10% [1] - Saiwei Electronics (300456) at 26.33, up 7.51% [1] - Jiangbolong (301308) at 278.99, up 6.77% [1] - Conversely, significant decliners included: - Juguang Technology (688167) at 135.89, down 5.75% [2] - Gu Zhong Technology (688352) at 13.79, down 5.74% [2] - Wei Ce Technology (688372) at 97.26, down 5.57% [2] Capital Flow - The semiconductor sector saw a net outflow of 4.521 billion yuan from institutional investors, while retail investors contributed a net inflow of 2.926 billion yuan [2] - The capital flow for specific stocks indicated: - Zhaoyi Innovation (603986) had a net inflow of 10.6714 million yuan from institutional investors [3] - Demingli (001309) saw a net inflow of 4.19 million yuan from institutional investors [3] - Jiangbolong (301308) experienced a net outflow of 8784.17 million yuan from retail investors [3]

Summary of Key Points from the Conference Call of Juguang Technology Company Overview - **Company**: Juguang Technology - **Industry**: Laser optics and photonics manufacturing Financial Performance - **Revenue Growth**: 34% increase in revenue for the first three quarters of 2025, reaching 613 million yuan [2][4] - **Gross Margin**: Improved to 38% from 28% year-on-year, with gross profit increasing by nearly 100 million yuan [2][8] - **Net Profit**: Net profit for the first three quarters was 22.25 million yuan, a significant improvement from a loss of over 54 million yuan in the previous year [4][21] - **Cash Flow**: Operating cash flow turned positive, reaching 89.22 million yuan, compared to a negative 23.27 million yuan in the previous year [9] Business Segments Performance - **Laser Optical Business**: Contributed nearly half of total revenue, with a 109% growth in the optical communication sector [2][11] - **Automotive Solutions**: Revenue increased by 41% year-on-year, driven by higher demand for automotive lighting [16] - **Photonics Manufacturing Services**: Revenue surged by 106% quarter-on-quarter, attributed to acquisitions and service agreements [2][20] - **Laser Light Source**: Revenue decreased by 13% year-on-year due to declining overseas demand [15] Market Contribution - **Domestic vs. International**: International markets contributed 55% of total revenue, with Europe being the largest market at 43% [12] - **Optical Communication**: Revenue in this sector reached 39.79 million yuan, marking a 109% increase year-on-year [13] Strategic Developments - **Acquisitions**: The integration of Swiss and Haber acquisitions is ongoing, with the Swiss acquisition maintaining profitability while Haber is still operating at a loss [23][24] - **Business Transformation**: Shift from traditional industrial and automotive sectors towards networking, consumer electronics, and photonics manufacturing [26] - **CPO Development**: Currently in the R&D phase, focusing on high-end products like 800G and 1.6T [27] Future Outlook - **Revenue Projections**: Expected revenue growth of at least 20% in 2026, with optical communication and consumer electronics as primary growth drivers [5][30] - **Market Expansion**: Plans to expand production capacity in Singapore, Dongguan, and Malaysia to meet increasing demand [34] Challenges and Risks - **Profitability Concerns**: Despite revenue growth, the company still faces challenges in achieving stable profitability, with non-recurring losses impacting net profit [6][50] - **Inventory Management**: Increased inventory turnover days from 212 to 229 days, indicating potential issues with sales velocity and revenue recognition [10] Additional Insights - **R&D Investment**: R&D expenses increased by 82% year-on-year, reflecting a focus on innovation and product development [8] - **Market Positioning**: The company aims to avoid price wars and instead focus on improving product quality and production efficiency to enhance margins [55][56] This summary encapsulates the key points discussed in the conference call, highlighting Juguang Technology's financial performance, business segment contributions, strategic developments, future outlook, and associated challenges.

Group 1 - The lithography equipment sector experienced a decline, with significant drops in stock prices for several companies [1] - Kemetek fell by 9.93%, Newray Materials decreased by 8.11%, and Zhangjiang High-Tech dropped by 6.34% [1] - Other companies such as Juguang Technology, Haili Co., and Aisen Co. also saw declines exceeding 5% [1]

Core Viewpoint - The company reported a significant improvement in its financial performance for the first three quarters of 2025, with revenue growth and a return to profitability, indicating a positive trend in its operational efficiency and market positioning [1][2]. Financial Performance - For Q1-Q3 2025, the company achieved revenue of 613 million yuan, a year-on-year increase of 33.88%, and a net profit attributable to shareholders of 2 million yuan, marking a return to profitability [1] - In Q3 2025 alone, revenue reached 221 million yuan, up 50.12% year-on-year, with a net profit of 27 million yuan, also indicating a return to profitability [2] - The gross margin for Q1-Q3 2025 was 37.23%, an increase of 6.66 percentage points year-on-year, while Q3 gross margin was 45.87%, up 18.44 percentage points year-on-year and 14.24 percentage points quarter-on-quarter [3] - R&D expenses for Q1-Q3 2025 totaled 136 million yuan, reflecting an increase of 87.76% year-on-year [4] Strategic Initiatives - The company is a leading provider of micro-nano optical and photonic application solutions, focusing on enhancing its core components and materials while expanding into midstream photonic application solutions and manufacturing services [5] - Key areas of focus include semiconductor laser materials, laser optics, consumer electronics, semiconductor processes, automotive applications, and healthcare [5][6][7][8] - The company is actively collaborating with major clients in the consumer electronics sector to develop optical solutions for AR/VR/MR technologies, which are critical for advanced functionalities in these devices [6] Future Outlook - Revenue projections for 2025-2027 are adjusted to 880 million, 1.595 billion, and 2.636 billion yuan, representing year-on-year growth rates of 42.0%, 81.2%, and 65.3% respectively [9] - Net profit forecasts for the same period are set at 48 million, 222 million, and 497 million yuan, with year-on-year growth rates of 127.5%, 362.1%, and 123.8% [9] - The company's earnings per share (EPS) estimates for 2025-2027 are 0.54, 2.47, and 5.53 yuan, with corresponding price-to-earnings (PE) ratios indicating a strong growth potential [9]