Group 1 - The company held its third extraordinary general meeting of shareholders on June 30, 2025, in compliance with relevant laws and regulations [2][3][4] - The meeting was convened by the company's board of directors, and the notice was published on the Shanghai Stock Exchange website [3][4] - A total of 5 shareholders attended the meeting in person, representing 61,818,633 shares, which is 32.1045% of the total voting shares [4][5] Group 2 - The meeting included both on-site and online voting, with 75 shareholders participating online, representing 1,350,397 shares, or 0.7013% of the total voting shares [5][8] - The total voting shares represented at the meeting, including both in-person and online participants, amounted to 32.8057% of the total voting shares [5][8] - The meeting reviewed several proposals, including the feasibility analysis report for the issuance of A-shares to specific targets and measures to mitigate the dilution of immediate returns [6][8] Group 3 - All proposals were passed with more than two-thirds of the votes in favor, qualifying them as special resolutions [7][10] - The voting results showed that 62,393,111 shares were in favor of the proposals, with a significant portion of support from minority investors [9][10] - The legal opinion confirmed that the meeting's procedures, participant qualifications, and voting results were in accordance with the law and the company's articles of association [8][10]

北京│上海│深圳│杭州│广州│昆明│天津│成都│宁波│福州│西安│南京│南宁│济南│重庆│苏州│长沙│太原│武汉│贵阳│乌鲁木齐│郑州│石 家庄│合肥│海南│青岛│南昌│大连│银川│拉孜│香港│巴黎│马德里│斯德哥尔摩│纽约│马来西亚 BEIJING│SHANGHAI│SHENZHEN│HANGZHOU│GUANGZHOU│KUNMING│TIANJIN│CHENGDU│NINGBO│FUZHOU│XI'AN│NANJING│NANNING│JINAN│CHONGQING│SUZHOU│ CHANGSHA│AIYUAN│WUHAN│GUIYANG│URUMQI│ZHENGZHOU│SHIJIAZHUANG│HEFEI│HAINAN│QINGDAO│NANCHANG│DALIAN│YINCHUAN│LHATSE│HONGKONG│PARIS│ MADRID│STOCKHOLM│NEWYORK│MALAYSIA 致：深圳震有科技股份有限公司 国浩律师（深圳）事务所 关于深圳震有科技股份有限公司 2025 年第三次临时股东会 之 法律意见书 GLG/SZ/A3167/FY/2025-792 国浩律师（深圳）事务所（ ...

证券代码：688418 证券简称：震有科技 公告编号：2025-041 深圳震有科技股份有限公司 2025年第三次临时股东会决议公告 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 一、 会议召开和出席情况 （一） 股东会召开的时间：2025 年 6 月 30 日 （二） 股东会召开的地点：广东省深圳市南山区粤海街道高新区社区科苑南路 3176 号彩讯科技大厦深圳震有科技股份有限公司会议室 （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 | 80 | | --- | --- | | 普通股股东人数 | 80 | | 2、出席会议的股东所持有的表决权数量 | 63,169,030 | | 普通股股东所持有表决权数量 | 63,169,030 | | 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 | 32.8057 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 32.8057 | （四） 表决方式是否符合《公司法》及公司章程的规定，股东会主持情况等。 本次 ...

Core Viewpoint - Shenzhen Zhenyou Technology Co., Ltd. is preparing for its third extraordinary general meeting of shareholders in 2025, focusing on the proposal for issuing A-shares to specific targets and ensuring compliance with relevant laws and regulations [1][2][3]. Meeting Details - The meeting is scheduled for June 30, 2025, at 15:00 in Nanshan District, Shenzhen [6]. - The meeting will include both on-site and online voting, with specific time slots for participation [4][6]. Agenda Items - The agenda includes multiple proposals related to the issuance of A-shares, including the feasibility analysis of the fundraising plan, the dilution of immediate returns, and measures to compensate for such dilution [1][9][21]. - The company plans to issue A-shares to no more than 35 specific investors, including various financial institutions and qualified investors [9][10]. Fundraising and Investment - The total amount to be raised from the issuance is capped at 1,069 million yuan, with the net proceeds intended for specific investment projects [12][17]. - The issuance will be priced at no less than 80% of the average trading price over the 20 trading days prior to the pricing date [10][11]. Compliance and Legal Framework - The proposals are prepared in accordance with the Company Law, Securities Law, and relevant regulations, ensuring that all necessary legal frameworks are adhered to [2][15][19]. - The company has engaged a law firm to provide legal opinions and ensure compliance during the meeting [4][6]. Shareholder Rights and Participation - Shareholders have the right to speak, inquire, and vote during the meeting, with specific procedures in place to maintain order and ensure fair participation [2][3][5]. - The company emphasizes equal treatment of all shareholders and does not provide gifts or cover expenses related to the meeting [5][6].

证券代码：688418 证券简称：震有科技 深圳震有科技股份有限公司 2025 年第三次临时股东会 会议资料 2025 年 6 月 一、为确认出席会议的股东或其代理人或其他出席者的出席资格，会议工 作人员将对出席会议者的身份进行必要的核对工作，请被核对者给予配合。 深圳震有科技股份有限公司 2025 年第三次临时股东会会议资料 会议资料目录 | 2025 年第三次临时股东会会议须知 1 | | | --- | --- | | 2025 年第三次临时股东会会议议程 3 | | | 年第三次临时股东会会议议案 2025 5 | | | 议案一：关于公司符合向特定对象发行 A 股股票条件的议案 5 | | | 议案二：关于公司 2025 年度向特定对象发行 A 股股票方案的议案 6 | | | 议案三：关于公司 年度向特定对象发行 股股票预案的议案 10 2025 | A | | 议案四：关于公司 2025 年度向特定对象发行 股股票方案论证分析报告的 | A | | 议案 11 | | | 议案五：关于公司 2025 年度向特定对象发行 股股票募集资金使用的可行 | A | | 性分析报告的议案 12 | | | ...

Core Viewpoint - Zhenyou Technology has announced a private placement plan to raise up to 1.069 billion yuan, with nearly half of the funds allocated for R&D, despite previous fundraising projects failing to meet expected benefits [1][2][5]. Group 1: Fundraising and Investment Plans - The company plans to issue up to 48,138,658 new shares to no more than 35 specific investors, raising a total of no more than 1.069 billion yuan [1][5]. - Of the total fundraising, approximately 4.81 billion yuan (about 45%) will be used for R&D investments, with specific allocations of 362.12 million yuan for satellite internet communication product development and 119.53 million yuan for all-optical network system development [5][6]. - Previous fundraising efforts, including a 786 million yuan IPO in 2020, have not yielded the expected benefits, with cumulative losses reported for key projects [2][4]. Group 2: Financial Performance and Challenges - Zhenyou Technology has reported continuous losses since its IPO, with net profits of -114 million yuan, -228 million yuan, and -93 million yuan from 2021 to 2023, only achieving a slight profit of 9 million yuan in 2024 [7][13]. - The company has not distributed dividends for four consecutive years, despite significant share reductions by major shareholders, totaling several hundred million yuan [7][10]. - High levels of accounts receivable and inventory have persisted, with accounts receivable reaching 594 million yuan by the end of 2024, representing 30.51% of total assets [14][15]. Group 3: Market Reactions and Shareholder Behavior - The stock price has significantly declined from a peak of around 61 yuan to approximately 26 yuan, reflecting a drop of over 80% since the IPO [11]. - Major shareholders have engaged in multiple rounds of share reductions, leading to a shift from major to minor shareholders, raising concerns about the company's future [10][11].

Core Viewpoint - Zhenyou Technology (688418.SH) plans to raise no more than 1.096 billion yuan through a private placement to fund the "Satellite Internet Communication Product R&D and Industrialization Project" and the "All-Optical Network System R&D and Industrialization Project" [2][4] Group 1: Fundraising and Projects - The company intends to allocate 709 million yuan for the satellite internet communication project and 360 million yuan for the all-optical network system project, with a total fundraising target of 1.096 billion yuan [2][3] - The satellite internet project focuses on the R&D and industrialization of ground core network systems, onboard core networks, and satellite intelligent terminal devices, with a construction period of three years in Shenzhen [3] - The all-optical network project aims to develop AI-driven 50GPON systems and 400G/800GOTN optical transmission systems, also with a three-year construction period, located in Hangzhou [4] Group 2: Financial Performance and Challenges - Zhenyou Technology has faced a three-year period where R&D investments exceeding 400 million yuan did not translate into profits, resulting in a cumulative net profit loss of over 400 million yuan from 2021 to 2023 [2][5] - The company experienced significant cash flow issues, with operating cash flow continuously flowing out during the same period, leading to a high accounts receivable ratio exceeding 100% of revenue from 2020 to 2022 [5] - In 2024, the company reported a net profit of 27.437 million yuan and a net cash inflow of 112 million yuan, attributing the improvement to opportunities in overseas markets and satellite internet development [5][6] Group 3: Market Position and Future Prospects - Zhenyou Technology is one of the few companies capable of providing satellite 5G core network communication systems, with a focus on both high and low orbit satellite core networks [6] - Despite being in a critical segment of the satellite internet market, the core network business generated only 94 million yuan in revenue in 2024, accounting for 9.86% of total revenue [6] - The company’s previous fundraising efforts were retracted due to market conditions and concerns over the fairness of pricing, highlighting the challenges it faces in securing investor confidence [4][5]

Core Viewpoint - Zhenyou Technology plans to raise up to 1.069 billion yuan for new projects despite previous IPO fundraising projects underperforming [1][3][4] Group 1: Fundraising and Project Performance - Zhenyou Technology announced a plan to raise no more than 1.069 billion yuan for satellite internet communication product R&D and all-optical network system R&D [1][3] - Previous IPO projects, including the "Product Research and Development Center," were terminated or underperformed, leading to cumulative losses of 63.70 million yuan from 2022 to 2024 [1][5] - The actual benefits from the three main IPO projects were -14.44 million yuan, -2.41 million yuan, and -46.86 million yuan, all failing to meet expected returns [5] Group 2: Financial Performance - In Q1 2025, Zhenyou Technology reported revenue of 168 million yuan, a decrease of 6.36% year-on-year, and a net profit of 2.02 million yuan, down 71% [2][8] - The company experienced significant fluctuations in financial performance since its IPO in July 2020, with revenue reaching a peak of 952 million yuan in 2024, but net profit remained volatile [7][8] - Sales expenses increased by 14.51% to 22.51 million yuan in Q1 2025, while R&D expenses decreased by 8.55% to 41.17 million yuan [9][10]

Core Viewpoint - The company, Zhenyou Technology, plans to issue A-shares to specific investors, aiming to raise up to 1.069 billion yuan for satellite internet communication and all-optical network system projects [1][2]. Group 1: Stock Issuance Details - The stock issuance will target no more than 35 specific investors, including various financial institutions and qualified investors [1]. - The issuance will be priced at no less than 80% of the average trading price over the last 20 trading days prior to the pricing date [1]. - The total number of shares to be issued will not exceed 25% of the company's total share capital before the issuance, amounting to a maximum of 48,138,658 shares [2]. Group 2: Fund Allocation - The total amount to be raised is capped at 1.069 billion yuan, which will be allocated entirely to the development and industrialization of satellite internet communication products and all-optical network systems [2][3]. - The specific projects include: - Satellite Internet Communication Product R&D and Industrialization: 709 million yuan - All-Optical Network System R&D and Industrialization: 360 million yuan - Total: 1.069 billion yuan [3]. Group 3: Shareholder Structure - The controlling shareholder and actual controller, Wu Minhua, holds 16.70% of the company's shares directly, with an additional 14.99% held through a partnership, totaling 31.68% of voting rights [4]. - Post-issuance, if the maximum number of shares is issued, Wu Minhua's voting rights will decrease to 25.34%, but he will remain the controlling shareholder [4]. Group 4: Previous Issuance Attempt - The company previously attempted to issue A-shares in 2022 but terminated the plan due to changes in the capital market environment and internal circumstances [5]. - The earlier plan aimed to raise 175.3 million yuan for working capital and loan repayment, with the main investor being Wu Minhua [5]. Group 5: Financial Performance - For Q1 2025, the company reported a revenue of 168.49 million yuan, a decrease of 6.36% year-on-year, and a net profit attributable to shareholders of 2.03 million yuan, down 71.00% [7][8]. - The cash flow from operating activities was negative at -45.03 million yuan [8].

Group 1 - The company plans to raise up to 1.069 billion yuan through a private placement to fund satellite internet communication product R&D and industrialization projects, as well as all-optical network system R&D and industrialization projects [1] - The satellite internet communication product project has a total investment of 709 million yuan and a construction period of three years, focusing on developing technologies and products for ground core network systems, onboard core networks, and satellite intelligent terminal devices [1] - Approximately 80% of land and 95% of ocean areas lack mobile communication network coverage, highlighting the advantages of satellite communication in providing services to remote areas [1] Group 2 - The all-optical network system project has a total investment of 360 million yuan, focusing on the development of AI-enabled 50G PON systems and 400G/800G OTN optical transmission systems [2] - The global optical communication market is expected to grow steadily, with the GPON market projected to reach 43.464 billion yuan in 2024 and 60.091 billion yuan by 2030 [2] - The company has expanded its market presence in Southeast Asia, South Asia, the Middle East, and Africa, with a compound annual growth rate of 58.17% in overseas revenue from 2022 to 2024 [3]