北京市朝阳区建外大街丁 12 号英皇集团中心 8、9、11 层 8/9/11/F, Emperor Group Centre, No.12D, Jianwai Avenue, Chaoyang District, Beijing, 100022, P.R.China 电话/Tel:010-50867666 传真/Fax:010-56916450 网址/Website:www.kangdalawyers.com 北京 西安 深圳 海口 上海 广州 杭州 沈阳 南京 天津 菏泽 成都 苏州 呼和浩特 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 济南 昆明 南昌 北京康达（宁波）律师事务所 关于嘉兴中润光学科技股份有限公司 2025 年第一次临时股东会的法律意见书 本所律师根据《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》"）、《上市公司股东会规则》（以下简称 "《股东会规则》"）、《上海证券交易所科创板上市公司自律监管指引第 1 号—— 规范运作》（以下简称"《规范运作 1 号指引》"）、《嘉兴中润光学科技股份有限公 司章程》（以下简称"《公司章程》"）等 ...

嘉兴中润光学科技股份有限公司 2025年第一次临时股东大会决议公告 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、会议召开和出席情况 （一）股东大会召开的时间：2025 年 05 月 14 日 证券代码：688307 证券简称：中润光学 公告编号：2025-025 （二）股东大会召开的地点：浙江省嘉兴市秀洲区高照道陶泾路 188 号 （三）出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及其持有 表决权数量的情况： | 1、出席会议的股东和代理人人数 | 71 | | --- | --- | | 普通股股东人数 | 71 | | 2、出席会议的股东所持有的表决权数量 | 35,730,625 | | 普通股股东所持有表决权数量 | 35,730,625 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比例（%） | 40.6029 | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 40.6029 | 表决情况： | 股东类型 | 同 ...

Group 1 - The core viewpoint of the news is that He Yong Investment has conducted research on a listed company, focusing on its growth in various business segments, particularly in security and smart home products [1] - The security segment of the company is performing well, with product lines expanding from zoom lenses to fixed-focus lenses, and applications extending from ball cameras to IPC and ITS fields [1] - The company is experiencing rapid growth in areas beyond security, including drones, projection, video conferencing, and smart home products, with the main revenue currently coming from robotic vacuum cleaners [1] - The company is also developing smart wearable products, primarily smartwatches, which are still in the small-scale production phase [1] - Dais Optoelectronics, a subsidiary, focuses on the R&D, production, and sales of precision optical components and modules, with applications in laser processing equipment and optical communication devices, and has made progress in the semiconductor testing field [1] - Dais Optoelectronics expects to achieve a total net profit of 90 million yuan over the three years from 2025 to 2027 [1] Group 2 - He Yong Investment Management (Beijing) Co., Ltd. was established on November 27, 2014, with a registered capital of 10 million yuan [2] - The company is a private securities investment fund manager and an observer member of the China Securities Investment Fund Industry Association, with the association registration number P1006557 [2] - He Yong Investment was founded by renowned fund manager Gu Yihe and has gathered professionals from well-known domestic investment institutions [2] - The company has launched various financial products since its inception, including the first third-party wealth distribution product and the first bank-distributed product [2]

Group 1 - Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. and Wuhan Changying Tongguang Technology Co., Ltd. have received shareholder approval for their asset purchase proposals, marking a significant step in their merger and acquisition processes [1] - Since the release of the "Eight Measures for Deepening the Reform of the Sci-Tech Innovation Board," the number of M&A transactions on the Sci-Tech Innovation Board has reached 100, indicating increased market activity and supporting high-quality development for listed companies [1] - The total disclosed transaction amount for these 100 M&A deals exceeds 24.7 billion yuan, with 39 new M&A transactions disclosed this year alone [1] Group 2 - Companies are utilizing various funding methods such as private placements, directed convertible bonds, and bank loans to enhance capital efficiency for acquisitions [2] - The 100 M&A transactions are primarily industrial mergers, focusing on companies within the same industry or related upstream and downstream sectors, which helps enhance product offerings and expand customer bases [2] - For instance, Xidi Microelectronics Group plans to acquire 100% of Shenzhen Chengxin Micro Technology Co., Ltd. to fill technology gaps in the AC-DC chip sector [2] Group 3 - Sci-Tech Innovation Board companies are also acquiring overseas mature enterprises to enhance international presence, with 15 overseas acquisition deals disclosed since the "Eight Measures" [3] - Acquisitions of unprofitable companies are aimed at strengthening supply chains, with 27 such deals reported since the "Eight Measures," including Shanghai Silicon Industry Group's acquisition of stakes in its subsidiaries to control the 300mm silicon wafer supply chain [3]

Group 1 - The company plans to acquire 51% of Hunan Dais Optical Co., Ltd. using its own funds and part of the raised funds, making Dais Optical a subsidiary after the transaction [2] - The assessed value of Dais Optical's total equity is 333 million yuan, with an appraisal increment of 172.54 million yuan, representing a 107.53% increase compared to the book value of the parent company's equity [2] - The total funds required for the transaction amount to 158.1 million yuan, with 16.9 million yuan from raised funds and 141.2 million yuan from self-funds and acquisition loans [2] Group 2 - Dais Optical specializes in the R&D, production, and sales of precision optical components and modules, serving various sectors including industrial lasers, optical communications, and biomedical applications [3] - The company has established stable partnerships with well-known clients in various fields, including industrial lasers and optical communications, as well as collaborations with prestigious institutions like Tsinghua University and the Chinese Academy of Sciences [3] - The acquisition is expected to enhance the company's technical capabilities and core competitiveness in the optical field, allowing for mutual support in product design and development between the two companies [4]

Core Viewpoint - Company reported a mixed financial performance for Q1 2025, with significant revenue growth but a decline in net profit, indicating challenges in cost management and increased R&D expenses [2][11]. Financial Performance - In Q1 2025, the company achieved operating revenue of 112 million yuan, a year-on-year increase of 41.17% [2][11]. - The net profit attributable to shareholders was 10.2961 million yuan, down 7.14% year-on-year [2][11]. - The net profit excluding non-recurring gains and losses was 9.5276 million yuan, up 9.53% year-on-year [2][11]. - The overall gross margin remained stable at 33.43% [11]. - R&D investment increased by 45.93% due to the expansion of product lines and projects [2]. Product Sales Growth - Sales in various product areas showed growth, with smart monitoring and perception fields increasing by approximately 40.06%, intelligent detection and recognition by about 67.41%, video communication and interaction by 32.06%, and high-definition imaging and display by 101.84% [2]. Future Growth Points - The company plans to enhance its technology development in optical lens design and production, focusing on high-precision aspheric lens injection molding and ultra-precision ion coating technology [3]. - The company aims to penetrate high-value markets and develop competitive new products to meet the growing demand in emerging industries [3]. Strategic Partnerships and Expansion - The company is strengthening collaborations with major domestic and international security equipment providers and drone manufacturers [4]. - Ongoing projects include the "High-end Optical Lens Intelligent Manufacturing Project," with the first phase already in production and the second phase expected to launch in 2025 [4]. Dividend Policy - The company has completed a cash dividend distribution of 30.8 million yuan for 2025 and aims to balance shareholder interests with business growth [5]. Industry Outlook - The optical lens industry is expected to benefit from advancements in technology and increasing demand across various sectors, including digital security, medical detection, and smart home applications [9]. - The company has established a strong position in the precision optical lens market, recognized for its innovative products that meet high-performance standards [9].

嘉兴中润光学科技股份有限公司 2025 年第一次临时股东大会会议资料 公司代码：688307 公司简称：中润光学 嘉兴中润光学科技股份有限公司 2025 年第一次临时股东大会会议资料 2025 年 5 月 嘉兴中润光学科技股份有限公司 2025 年第一次临时股东大会会议资料 | | | | 2025 | 年第一次临时股东大会会议须知 1 | | --- | --- | | 2025 | 年第一次临时股东大会会议议程 3 | | 2025 | 年第一次临时股东大会会议议案 5 | | | 议案一：关于使用自有资金和部分超募资金收购湖南戴斯光电有限公司 51%股权的议案 5 | 嘉兴中润光学科技股份有限公司 2025 年第一次临时股东大会会议资料 嘉兴中润光学科技股份有限公司 2025 年第一次临时股东大会会议须知 为维护广大投资者的合法权益，确保本次股东大会如期、顺利召开，保障股东在本 次股东大会期间依法行使权利，根据《中华人民共和国公司法》《中华人民共和国证券 法》《上市公司股东大会规则》《嘉兴中润光学科技股份有限公司章程》以及《嘉兴中 润光学科技股份有限公司股东大会议事规则》等有关规定，嘉兴中润光学科技股份 ...

Core Viewpoint - The article highlights the active cash dividend distribution by listed companies in the 2024 fiscal year, with a total of 3,669 companies announcing distribution plans, reflecting a strong emphasis on cash dividends encouraged by regulatory bodies [1][2]. Summary by Category Dividend Distribution - A total of 3,664 companies included cash dividends in their distribution plans for 2024, with a cumulative cash payout amounting to 1.64 trillion yuan [1]. - There are 346 companies that included stock transfers in their distribution plans for 2024 [1]. Key Dates for Investors - Important dates for investors focusing on dividends are the ex-dividend date and the record date. Currently, 119 companies have implemented their distribution plans, and investors should monitor whether these companies' stock prices can achieve a "filling rights" trend [1]. - For companies yet to implement their rights, investors may consider "抢权" (grabbing rights) before the record date, which is the last trading day for this dividend [1]. Notable Companies and Performance - Among the companies with a record date today, 9 out of 10 have a cash dividend of 1 yuan (tax included) or more per 10 shares. 雅艺科技 (Yayi Technology) has the highest payout of 5.00 yuan per 10 shares, followed by 九强生物 (Jiuqiang Biology) and 中润光学 (Zhongrun Optics) with payouts of 4.00 yuan and 3.50 yuan, respectively [1][2]. - The highest stock transfer ratio among the companies with a record date today is also from 雅艺科技, which has a distribution plan of 10 shares for every 3 shares transferred, along with a cash payout of 5 yuan [2]. - In terms of stock performance, 香山股份 (Xiangshan Co.) has seen the largest increase over the past five days, with a rise of 12.14%, followed by 三利谱 (Sanlipu) and 雅艺科技 (Yayi Technology) [2]. Summary of Upcoming Dividend Companies - A table lists companies with their respective cash payouts, stock transfer ratios, latest closing prices, and five-day price changes, indicating the financial health and market performance of these companies [2].

Core Viewpoint - Zhongrun Optical plans to acquire 51% of Hunan Dais Optical Co., Ltd. to enhance its optical technology research and product development platform, accelerating strategic implementation [1] Group 1: Acquisition Details - The total funding required for the acquisition is 158.10 million yuan, with part of the funds coming from over-raised capital and the rest from self-owned funds and acquisition loans [1] - Dais Optical's projected revenue and net profit for 2024 are 122 million yuan and 1.62 million yuan, respectively, while for Q1 2025, they are expected to be 28.61 million yuan and 1.07 million yuan [1] - The profit commitment for Dais Optical from 2025 to 2027 is a total of 90 million yuan, with specific annual commitments of 21 million yuan for 2025, 29 million yuan for 2026, and 40 million yuan for 2027 [1] Group 2: Dais Optical's Market Position - Dais Optical has established stable partnerships with well-known domestic and international clients across various sectors, including industrial lasers, optical communications, and biomedical applications [2] - The company’s products, such as high-power cylindrical lenses and polarization beam splitters, are widely used in industrial laser applications and automotive LiDAR markets, with major clients including Chuangxin Laser and KAPL [2] - Dais Optical collaborates with numerous research institutions, including Tsinghua University and the Chinese Academy of Sciences, in cutting-edge fields like quantum communication and biomedical applications [2] Group 3: Strategic Implications for Zhongrun Optical - The acquisition is expected to enhance Zhongrun Optical's technical capabilities and core competitiveness in the optical field, allowing for mutual support in product design and manufacturing [3] - The transaction aligns with the company's strategy to strengthen its supply chain and pursue external growth opportunities, which is in line with capital market trends [3] - Zhongrun Optical aims to leverage its platform and resources to seek complementary acquisition targets that can enhance operational efficiency and drive growth [4]

Mergers and Acquisitions - Xinlaifu plans to acquire 100% of Jin Nan Magnetic Materials, with the transaction expected to constitute a major asset restructuring. The company aims to strategically expand its business boundaries and achieve deep industry chain collaboration through the integration of core technologies in permanent and soft magnetic materials, as well as powder metallurgy [1] - Deep Keda intends to purchase 16.92% of Xianma Technology for 47.376 million yuan, which will increase its ownership to 80.92%. Xianma Technology is noted for having the highest gross margin and profitability within the company's consolidated financial statements [2] - Zhongrun Optical plans to use its own funds and part of the raised funds to acquire 51% of Dais Optoelectronics for a total of 158 million yuan. This acquisition will allow for shared market channels and customer resources, enhancing technological collaboration and achieving complementary advantages [3] Performance Disclosure - Gree Electric reported a revenue of approximately 189.164 billion yuan for 2024, a year-on-year decrease of 7.26%, while net profit attributable to shareholders increased by 10.91% to 32.185 billion yuan. The company has diversified its product categories, achieving strong retail performance [4] - Luzhou Laojiao announced a revenue of 31.196 billion yuan for 2024, a year-on-year increase of 3.19%, with a net profit of 13.473 billion yuan, up 1.71%. The company emphasizes its marketing strategy focused on digital innovation and efficient collaboration [5] - China Power Construction reported a revenue of 633.685 billion yuan for 2024, a 4.07% increase, but net profit decreased by 7.21% to 12.015 billion yuan. The company highlights steady operational improvements and compliance in its business practices [6] Share Buybacks - Lian Ce Technology plans to repurchase shares worth between 10 million and 20 million yuan, with a maximum repurchase price of 40 yuan per share, intended for employee stock ownership plans or equity incentives [7] - Zhenhua Heavy Industry intends to repurchase shares worth between 50 million and 100 million yuan, with a maximum price of 6.93 yuan per share, for the purpose of cancellation and reducing registered capital [9] - Wanxing Technology's actual controller proposed a share buyback of 25 million to 50 million yuan, to be executed through centralized bidding for future employee stock ownership plans or equity incentives [10]