董事会薪酬与考核委员会 普冉半导体（上海）股份有限公司 关于公司 2025 年第二期限制性股票激励计划（草案） 的核查意见 普冉半导体（上海）股份有限公司（以下简称"公司"）董事会薪酬与考核 委员会依据《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》"）、《上市公司股权激励管理办法》（以下简称 "《管理办法》"）、《上海证券交易所科创板股票上市规则》（以下简称"《上市规 则》"）、《科创板上市公司自律监管指南第 4 号——股权激励信息披露》等相关法 律、法规及规范性文件和《普冉半导体（上海）股份有限公司章程》（以下简称 "《公司章程》"）的有关规定，对《普冉半导体（上海）股份有限公司 2025 年第 二期限制性股票激励计划（草案）》（以下简称"《激励计划（草案）》"或"本激 励计划"）进行了核查，发表核查意见如下： 1、公司不存在《管理办法》规定的不得实行股权激励的以下情形： （1）最近一个会计年度财务会计报告被注册会计师出具否定意见或者无法 表示意见的审计报告； （2）最近一个会计年度财务报告内部控制被注册会计师出具否定意见或无 法表示意见的审计报告； （ ...

Core Viewpoint - The acquisition of the remaining 49% stake in Zhuhai Noah Changtian Storage Technology Co., Ltd. by Puran Co., Ltd. aims to achieve full ownership and enhance technological and market synergies in the competitive storage chip market [1][2] Group 1: Acquisition Details - Puran Co., Ltd. plans to acquire the remaining 49% stake in Noah Changtian, making it a wholly-owned subsidiary [1] - The acquisition is intended to create deep collaboration in technology and market presence between Puran and its subsidiary SHM [1] Group 2: Company Profiles - SHM is a Hong Kong-registered semiconductor company specializing in high-performance 2D NAND and derivative storage products, with strengths in firmware algorithm development and storage chip testing solutions [1] - Puran's main products include NOR Flash, EEPROM, and MCU, while SHM focuses on SLC NAND, eMMC, and MCP, allowing for complementary product lines [1] Group 3: Market Expansion and Synergies - Puran's revenue primarily comes from the Chinese market, whereas SHM has a well-established overseas sales network covering Asia, Europe, and North America, which is expected to enhance global market penetration [2] - The integration is anticipated to shorten new product development cycles and improve product performance, enabling quicker responses to market demand changes [2] - The move signifies a new phase in the integration of Puran with Noah Changtian and SHM, aiming for strong synergies in technology, products, and global market presence [2]

Core Insights - The acquisition of the remaining 49% stake in Noah Changtian by Purun Co., Ltd. (688766.SH) reflects a strategic move to enhance its competitive edge in the storage chip market through mergers and acquisitions [1][2] - The goal is to achieve full ownership of Noah Changtian and its subsidiary SHM, facilitating deep technological and market synergies [1] Business Integration - The acquisition will enable Purun Co. to form multidimensional synergies with SHM, as Purun's main products include NOR Flash, EEPROM, and MCU, while SHM focuses on high-performance storage solutions like SLC NAND, eMMC, and MCP [2] - This complementary product line aims to create a comprehensive non-volatile storage chip solution [2] - Purun Co. primarily generates revenue from the Chinese market, whereas SHM has an established overseas sales network covering Asia, Europe, and North America, which is expected to enhance global market penetration post-integration [2] R&D and Market Response - The transaction is anticipated to allow Purun Co. to leverage SHM's valuable experience in system optimization, advanced packaging testing, and mass production management, significantly shortening new product development cycles and improving product performance [2] - This strategic integration marks a new phase for Purun Co. in consolidating its position in the storage chip sector, aiming for strong synergistic effects in technology products and global markets [2]

Core Insights - The AI glasses market is rapidly transitioning from conceptual exploration to productization and ecological competition, with a 9.81% increase in the AI glasses theme index since November 24, 2023, and 10 out of 12 trading days showing gains [1] - Major players including tech giants, automotive companies, and startups are entering the AI glasses sector, leading to a diversification of product forms and increasing acceptance among consumers [1][6] - The industry is expected to see significant investment opportunities as technological advancements drive market demand [1] Product Launches - On December 9, 2023, the AI glasses theme index rose by 0.33%, with notable stock increases from companies like Qian Zhao Guang Dian (up 11.40%) and Pu Ran Co. (up 9.58%) [2] - Google announced collaborations with Samsung, Gentle Monster, and Warby Parker to develop two types of AI glasses, with the first product expected to launch in 2026 [2] - Alibaba's Quark AI glasses S1 topped sales charts shortly after its release, featuring advanced AI capabilities for voice and photo queries [3] - Li Auto launched its first AI glasses, Livis, which weigh only 36 grams and offer 18.8 hours of battery life, focusing on vehicle control and AI interaction [3] Company Involvement - Several listed companies are actively engaged in the R&D and manufacturing of AI glasses components, with Yu Tong Optical planning to supply molded glass for AI glasses and other new consumer markets in 2024 [4] - Crystal Optoelectronics is focusing on AR near-eye displays and other optical components for AR glasses [4] - Longying Precision has been collaborating with Google for over ten years, indicating a strong relationship with major tech players [4] Market Projections - IDC forecasts that by 2026, global smart glasses shipments will exceed 23.687 million units, with China's market expected to surpass 4.915 million units, marking a significant growth phase [5] - Analysts suggest that 2025 could be a pivotal year for AI glasses, with rapid growth anticipated in 2026 as product forms and interaction methods evolve [6] Investment Opportunities - Analysts recommend focusing on two main investment themes: the potential sales boost from new AI glasses releases in 2025-2026 and the anticipated turning point for AR glasses products [6][7] - The entry of major companies into the AI glasses market is expected to accelerate industry development, with smart glasses poised to become a major consumer electronics category [6][7]

Mergers and Acquisitions - China Metallurgical Group Corporation plans to sell assets worth 60.676 billion yuan to Minmetals Land and China Minmetals [1] - Shengda Resources intends to acquire 60% stake in Jinshi Mining for 500 million yuan [1] - Honghua Digital Science plans to acquire 49% stake in Shandong Yingkejie for 105 million yuan [1] - Weidi Co., Ltd. is set to acquire controlling stake in Jiangsu Jiuxing Precision Technology [1] Shareholding Changes - PIANO's controlling shareholder is planning a change in control, leading to stock suspension [1] - Tai Long Pharmaceutical's controlling shareholder will change to Jiangyao Holdings, with stock resuming trading [1] - ST Yishite's control will shift to Jingzhou State-owned Assets Supervision and Administration Commission [1] Buybacks and Reductions - Midea Group has completed its share buyback plan with a total amount reaching 10 billion yuan [1] - Helen Zhe plans to repurchase shares worth between 50 million to 100 million yuan [1] - Several companies, including Zhongfu Circuit and Keri International, are planning to reduce their shareholdings by up to 3% [1] Operational Data - Zhongtong Bus reported a sales volume of 1,133 units in November, marking a year-on-year increase of 39.53% [1] - Keming Foods' subsidiary saw a 110.77% year-on-year increase in pig sales revenue in November [2] - Yisheng Co., Ltd. reported a 28.43% decrease in sales revenue from white feather broiler chicks in November, totaling 215 million yuan [2] Major Investments - Cambridge Technology plans to invest 100 million USD in CIG USA to expand high-speed optical module production capacity in North America and Southeast Asia [2] - Zhejiang Rongtai intends to invest approximately 545 million yuan in Thailand for the production of 14,000 tons of mica paper and other products [2] - China Ocean Shipping Company plans to invest 258 million yuan in Shenshan Port Investment Company [2]

证券日报网讯 12月8日晚间，普冉股份发布公告称，诺亚长天已完成股权转让等相关事项的工商变更登 记手续，并取得了横琴粤澳深度合作区商事服务局换发的《营业执照》，本次工商变更登记完成后，公 司直接持有诺亚长天51%股权，诺亚长天成为公司的控股子公司。 （文章来源：证券日报） ...

Group 1 - The A-share market showed mixed performance, with the communication and electronics sectors experiencing significant gains, with many stocks hitting the daily limit or rising over 10% [1][2][3] - The Shanghai Composite Index fell by 0.13% to 3918.83, while the Shenzhen Component Index rose by 0.09% to 13341.62, and the ChiNext Index increased by 1.07% to 3224.38 [3][4] - The communication sector saw a rise of over 3%, with stocks like Hengxin Oriental, Dekeli, and Online Offline hitting the daily limit, while others like Zhongji Xuchuang and Xinyisheng also saw gains [4][5] Group 2 - The electronics sector also experienced substantial growth, with stocks such as Purun Co., Yidong Electronics, and Shengyi Electronics rising over 10%, while others like ChaoSheng Electronics and Junya Technology hit the daily limit [5][6] - Several stocks in the A-share market continued to show active performance, with many hitting the daily limit after consecutive gains in previous trading days [8] Group 3 - The Hong Kong stock market showed a downward trend, with the Hang Seng Index falling nearly 1% and the Hang Seng Tech Index dropping over 1.5% [18] - In the Hong Kong market, stocks like Xinyi Glass, Xinyi Solar, Longfor Group, and Zijin Mining saw declines of over 4%, while WuXi Biologics and Hang Lung Properties were among the top gainers [18]

新京报贝壳财经讯12月8日，普冉股份发布公告称，公司拟通过发行股份、可转换公司债券及支付现金 的方式购买珠海诺亚长天存储技术有限公司(简称"诺亚长天")49%股权，并发行股份募集配套资金。本 次交易完成后，公司将持有诺亚长天100%股权，本次不设置业绩补偿承诺和减值补偿承诺。公司股票 将于2025年12月9日开市起复牌。 ...

本次交易完成后，诺亚长天将成为上市公司全资子公司，SHM将成为上市公司全资孙公司。 中国经济网北京12月9日讯 普冉股份(688766.SH)今日复牌，开盘股价报135.00元，上涨8.44%。 普冉股份昨晚披露的发行股份、可转换公司债券及支付现金购买资产并募集配套资金预案显示，上 市公司拟以发行股份、可转换公司债券及支付现金的方式购买珠海诺延、元禾璞华和横琴强科持有的珠 海诺亚长天存储技术有限公司（以下简称"诺亚长天"）49%股权。本次交易完成后，诺亚长天将成为上 市公司全资子公司。 截至预案签署日，本次交易相关的审计、评估及尽职调查工作尚未完成，标的资产交易价格尚未最 终确定。标的资产的最终交易价格将以符合《证券法》规定的评估机构出具的评估报告的评估结果为基 础，经交易各方充分协商确定，并将在重组报告书中予以披露。 标的公司诺亚长天系为收购目标公司Sky High Memory Limited（以下简称"SHM"）而设立的主体， 持有SHM100%股权。 | 序号 | | 股东名称 | 出资额(万美元) | | 出资比例 | | | --- | --- | --- | --- | --- | --- | ...

Group 1 - Honghua Digital intends to acquire 49% equity of Shandong Yingkejie for 105 million yuan, resulting in full ownership of the company, which specializes in industrial inkjet technology [1] - Xue Ren Group's metal plate fuel cell stack project has passed final acceptance, delivering complete technical documentation and meeting performance requirements [2] - PIANO's controlling shareholder is planning a change in control, leading to a temporary suspension of its stock [3] Group 2 - COSCO SHIPPING Specialised Carriers plans to invest 258 million yuan in Shenshan Port Investment Company, acquiring a 20% stake [4] - Jieshun Technology has won a management project for an underground parking lot, expecting over 70 million yuan in revenue by the end of the contract in 2031 [5] - Aerospace Rainbow is collaborating with Zhongtian Rocket to establish a company focused on artificial weather modification technology with a total investment of 50 million yuan [6] Group 3 - Purun Co. intends to acquire 49% equity of Nuoya Changtian through a combination of shares, convertible bonds, and cash, making it a wholly-owned subsidiary [7] - Dongfang Yuhong plans to sell a commercial property for 10.12 million yuan, expecting a significant asset disposal loss [8] - Tianqi Lithium is applying for designated delivery warehouse qualifications for lithium hydroxide at the Guangzhou Futures Exchange [9] Group 4 - Tianfu Communication is planning to issue H-shares on the Hong Kong Stock Exchange, with details yet to be finalized [10] - ST Yishite's controlling shareholder will transfer 4.18 million shares to Hubei Jingjiang Industrial Investment Group, changing the actual controller to the Jingzhou State-owned Assets Supervision and Administration Commission [11] - Dongwei Technology's directors and key technical personnel plan to reduce their holdings by up to 1.11% of the company's shares [12] Group 5 - Guojin Securities shareholders plan to reduce their holdings by a total of 0.72% of the company's shares [23] - Hongde Co. controlling shareholder and associated parties plan to reduce their holdings by up to 3% [24] - Aopu Mai's restructuring plan to acquire 100% of Pengli Bio has been approved by the exchange [26] Group 6 - Kosen Technology intends to sell 100% of Kosen Medical for 915 million yuan due to challenges in its business environment [28] - Rongsheng Petrochemical's subsidiary plans to transfer 100% of Rongsheng Energy (Zhoushan) to Rongsheng Holdings [29] - Jingji Zhino reported a cumulative sales revenue of 3.464 billion yuan from pig sales in the first 11 months of 2025 [30]