广东莱尔新材料科技股份有限公司 2025 年第二次临时股东会 证券代码：688683 证券简称：莱尔科技 广东莱尔新材料科技股份有限公司 2025 年第二次临时股东会 会议材料 2025 年 7 月 广东莱尔新材料科技股份有限公司 2025 年第二次临时股东会 目录 | 2025 年第二次临时股东会会议须知 3 | | --- | | 2025 年第二次临时股东会会议议程 5 | | 议案一：《关于公司<2025 年员工持股计划（草案）>及其摘要的议案》 7 | | 议案二：《关于公司<2025 年员工持股计划管理办法>的议案》 8 | | 议案三：《关于提请股东会授权董事会办理公司 2025 年员工持股计划相关事宜的议案》...9 | 广东莱尔新材料科技股份有限公司 2025 年第二次临时股东会 广东莱尔新材料科技股份有限公司 2025 年第二次临时股东会会议须知 为了维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证 会议的顺利进行，根据《中华人民共和国公司法》《中华人民共和国证券法》以 及《广东莱尔新材料科技股份有限公司章程》《广东莱尔新材料科技股份有限公 司股东会议事规则》的相关规定，认真做 ...

广东莱尔新材料科技股份有限公司 2025 年第二次临 证券代码：688683 证券简称：莱尔科技 广东莱尔新材料科技股份有限公司 会议材料 一、为保证本次会议的严肃性和正常秩序，切实维护与会股东（或股东代 理人）的合法权益，除出席会议的股东（或股东代理人）、公司董事、监事、高 级管理人员、见证律师及董事会邀请的人员外，公司有权依法拒绝其他无关人 员进入会场。 二、出席会议的股东及股东代理人须在会议召开前半小时到会议现场办理 签到手续，并请按规定出示证券账户卡、身份证明文件或企业营业执照/注册证 书复印件（加盖公章）、授权委托书等，经验证后领取会议资料，方可出席会 议。 会议开始后，由会议主持人宣布现场出席会议的股东人数及其所持有表决 权的股份总数，在此之后进出的股东无权参与现场投票表决。 三、股东及股东代理人参加股东会依法享有发言权、质询权、表决权等权 利。如股东及股东代理人欲在本次股东会上发言，可在签到时先向会议工作人 员进行登记。会上主持人将统筹安排股东及股东代理人发言。要求发言的股东 及股东代理人，应当按照会议的议程，经会议主持人许可方可发言。 广东莱尔新材料科技股份有限公 时股东会 议案三：《关于提请 ...

广东莱尔新材料科技股份有限公司 2025 年第二次临 时股东会 2025 年 7 月 广东莱尔新材料科技股份有限公司 2025 年第二次临 时股东会 目录 | 2025 | 年第二次临时股东会会议须知 3 | | --- | --- | | 2025 | 年第二次临时股东会会议议程 5 | | 议案一：《关于公司<2025 | 年员工持股计划（草案）>及其摘要的议案》 7 | | 议案二：《关于公司<2025 | 年员工持股计划管理办法>的议案》 8 | | 议案三：《关于提请股东会授权董事会办理公司 | 2025 年员工持股计划相关事宜的议案》...9 | 证券代码：688683 证券简称：莱尔科技 广东莱尔新材料科技股份有限公司 2025 年第二次临时股东会 会议材料 2025 年第二次临时股东会会议须知 为了维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证 会议的顺利进行，根据《中华人民共和国公司法》《中华人民共和国证券法》以 及《广东莱尔新材料科技股份有限公司章程》《广东莱尔新材料科技股份有限公 司股东会议事规则》的相关规定，认真做好召开股东会的各项工作，特制定本 须知： 一、为保证本次会 ...

Core Viewpoint - The company intends to acquire 5% equity in Lair Technology to enhance strategic cooperation in various fields including automotive electronics, new energy batteries, and AI servers, with a total transaction value of approximately 153.16 million RMB at a price of 19.74 RMB per share [1][7][11]. Group 1: Transaction Overview - The company signed a share transfer agreement with Ternel Investment to acquire 7,759,000 shares of Lair Technology, representing 5% of its total equity [1]. - The total transfer price is set at 153,162,660 RMB, with a per-share price of 19.74 RMB [7][11]. - The transaction is classified as a related party transaction due to the company's connection with De Xin Venture Capital, which holds 0.50% of Lair Technology [2][3]. Group 2: Related Party Relationships - Prior to the transaction, the company did not hold any shares in Lair Technology, while De Xin Venture Capital is a related party due to shared control by the local state-owned assets supervision and administration [2][4]. - The transaction does not require shareholder approval as it does not exceed the threshold of 30 million RMB in related party transactions within the past 12 months [2][3]. Group 3: Financial and Operational Context - Lair Technology reported total assets of 1.45 billion RMB and total liabilities of 373 million RMB as of December 31, 2024, with a net profit of 37 million RMB for the same year [6]. - The company achieved a revenue of 526 million RMB in 2024, reflecting a year-on-year growth of 19.95% [6]. - The first quarter of 2025 saw Lair Technology generate 165 million RMB in revenue, a 65.94% increase compared to the same period in the previous year [6]. Group 4: Strategic Rationale - The acquisition aims to foster collaboration in automotive electronics and new energy sectors, leveraging Lair Technology's advanced materials and technologies [12]. - The partnership is expected to enhance supply chain resilience and improve bargaining power through joint procurement of raw materials [12]. - The company plans to nominate one director to Lair Technology's board following the completion of the transaction, indicating a strategic interest in governance [8][10].

Core Viewpoint - 莱尔科技 is expanding its business landscape and has secured a significant strategic investment from 世运电路, which will enhance its growth potential and market position [1][2][4]. Group 1: Strategic Investment and Partnership - 莱尔科技's controlling shareholder, 广东特耐尔投资有限公司, plans to transfer 7.759 million shares (5% of total equity) to 世运电路 for approximately 153 million yuan, establishing 世运电路 as the third-largest shareholder [1][4]. - The partnership between 莱尔科技 and 世运电路 focuses on technology innovation, joint research and development, and resource sharing, aiming for efficient integration and competitive advantage [2][5]. Group 2: Financial Performance - In 2024, 莱尔科技 reported a revenue of 526 million yuan, a year-on-year increase of 19.95%, and a net profit of 37.36 million yuan, up 27.69% [3][7]. - The revenue from the new energy battery materials segment accounted for 17.44% of total revenue, indicating a strategic focus on this high-potential area [3][7]. Group 3: Employee Stock Ownership Plan - 莱尔科技 has introduced an employee stock ownership plan with a total fund of up to 25.32 million yuan, aiming to enhance employee engagement and drive long-term growth [8]. - The plan sets a target for revenue growth of at least 30% in 2025, with an average growth rate of no less than 20% for 2025 and 2026 [8].

Group 1 - The PCB industry is experiencing active investments, with companies like Shiyun Circuit and Shenghong Technology making strategic moves to enhance their competitive advantages [1][2] - Shiyun Circuit plans to acquire 7.759 million shares of Lail Technology for a total price of 153 million yuan, representing 5% of Lail Technology's total equity, to promote strategic cooperation in various high-tech fields [1] - Shenghong Technology is increasing its investment in its Thai subsidiary by 250 million USD to optimize capacity layout and enhance supply chain stability, which is expected to positively impact its main business [2] Group 2 - Pengding Holdings is also actively investing, with a projected capital expenditure of 5 billion yuan for 2025, focusing on high-end HDI and advanced SLP manufacturing projects, digital transformation, and production capacity expansion [3] - The PCB industry in China has become a global production center, showing rapid development, especially in high-value products, with increasing competitive advantages for domestic companies [3] - The investments in the PCB sector are aimed at vertical and horizontal expansion of the industry chain, allowing companies to better seize new opportunities brought by technological advancements like AI [3]

Core Viewpoint - The company is set to implement a 2025 employee stock ownership plan (ESOP) that complies with relevant laws and regulations, aiming to enhance employee engagement and align interests among stakeholders [2][3]. Summary by Sections Legal Compliance - The company confirms that there are no prohibitive circumstances under the Company Law, Securities Law, and other relevant regulations that would prevent the implementation of the employee stock ownership plan [2][3]. - The draft of the 2025 employee stock ownership plan aligns with the legal requirements and does not harm the interests of the company or its shareholders [2][3]. Procedural Validity - The procedures for formulating the employee stock ownership plan are deemed legal and effective, with proper decision-making processes followed during the review of related proposals [2][3]. Eligibility and Participation - All proposed participants in the employee stock ownership plan meet the eligibility criteria set forth in the relevant guidelines and regulations, ensuring that participation is voluntary and not enforced [3]. - The plan adheres to principles of legality, voluntary participation, and self-borne risk, with employee opinions gathered through democratic means prior to implementation [3]. Benefits and Objectives - The implementation of the employee stock ownership plan is expected to enhance employee cohesion and company competitiveness, motivating employees and aligning the long-term interests of the company, shareholders, management, and employees [3].

Group 1 - The company held its 12th meeting of the 3rd Supervisory Board on July 3, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1] - The Supervisory Board approved the draft of the 2025 Employee Stock Ownership Plan, stating it complies with relevant laws and regulations and does not harm the interests of the company or shareholders [1][2] - The voting results for the Employee Stock Ownership Plan were 2 votes in favor, with no opposition or abstentions, and one supervisor recused themselves from the vote [2] Group 2 - The Supervisory Board also approved the management measures for the 2025 Employee Stock Ownership Plan, emphasizing fairness and transparency, which will support the plan's implementation and the company's sustainable development [2] - The voting results for the management measures were the same as for the Employee Stock Ownership Plan, with 2 votes in favor and one supervisor recusing themselves [2] - Further details regarding both the Employee Stock Ownership Plan and its management measures will be disclosed on the Shanghai Stock Exchange website on July 5, 2025 [3]

Core Points - The company, Guangdong Lair Technology Co., Ltd., held a staff representative meeting on July 3, 2025, to solicit opinions on the proposed 2025 Employee Stock Ownership Plan (ESOP) [1][2] - The meeting and voting procedures complied with relevant laws and regulations, ensuring that the plan does not harm the interests of the company or its shareholders [1] - The implementation of the ESOP is expected to enhance employee cohesion and company competitiveness, motivating employees and aligning the long-term interests of all parties involved [1] Summary by Sections - **Employee Stock Ownership Plan**: The draft of the 2025 ESOP was unanimously approved by the staff representatives during the meeting [2] - **Legal Compliance**: The plan adheres to the Company Law, Securities Law, and other relevant guidelines, ensuring voluntary participation and risk-bearing by employees [1] - **Next Steps**: The 2025 ESOP will require approval from the company's shareholders before it can be implemented [2]

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].