上海市锦天城（深圳）律师事务所 法律意见书 上海市锦天城（深圳）律师事务所 关于广州广合科技股份有限公司 2025 年第一次临时股东会的 法律意见书 地址：深圳市福田中心区福华三路卓越世纪中心 1 号楼 21-23 层 电话：0755-82816698 传真：0755-82816898 上海市锦天城（深圳）律师事务所 法律意见书 上海市锦天城（深圳）律师事务所 关于广州广合科技股份有限公司 2025 年第一次临时股东会的 法律意见书 致：广州广合科技股份有限公司 上海市锦天城（深圳）律师事务所（以下简称"本所"）接受广州广合科技股 份有限公司（以下简称"公司"）的委托，指派律师出席公司 2025 年第一次临 时股东会（以下简称"本次股东会"），并根据《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》"）等法律、法规和规范 性文件以及现行有效的《广州广合科技股份有限公司章程》（以下简称"《公司 章程》"）的相关规定，对本次股东会相关法律事项进行见证并出具本法律意见 书。公司已向本所提供了本所律师为出具本法律 ...

证券代码：001389 证券简称：广合科技 公告编号：2025-028 广州广合科技股份有限公司 关于完成工商变更登记并换发营业执照的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 广州广合科技股份有限公司（以下简称"公司"）2025 年 3 月 31 日召开第 二届董事会第十二次会议，并于 2025 年 4 月 21 日召开 2024 年年度股东会，审 议通过了《关于变更公司注册资本、修订<公司章程>并办理工商变更登记的议案》， 具体内容详见公司于 2025 年 4 月 1 日披露在巨潮资讯网（www.cninfo.com.cn） 上的《关于变更公司注册资本、修订<公司章程>并办理工商变更登记的公告》（公 告编号：2025-013）。 统一社会信用代码：91440116739749431N 名称：广州广合科技股份有限公司 类型：股份有限公司（上市、自然人投资或控股） 住所：广州保税区保盈南路 22 号 法定代表人：肖红星 注册资本：肆亿贰仟伍佰贰拾陆万伍仟元人民币 成立日期：2002 年 6 月 17 日 经营范围：电力电子技术服务;智能机器系统技术服 ...

Group 1: Company Performance - In 2024, the company achieved an operating revenue of CNY 3.734 billion, a year-on-year increase of 39.43% [1] - Net profit for 2024 reached CNY 676 million, reflecting a growth of 63.04% compared to the previous year [1] - In Q1 2025, the company reported an operating revenue of CNY 1.117 billion, up 42.41% year-on-year, with a net profit of CNY 240 million, a 65.68% increase [2] Group 2: Product Development and Innovation - The company has applied for a total of 418 patents, with 210 granted, focusing on continuous R&D in materials, processes, and product methods [1] - AI products accounted for over 20% of the server business revenue in 2024, which totaled CNY 2.705 billion [3] Group 3: Production Capacity and Facilities - The production capacity utilization rate for the Guangzhou factories remained around 90% in 2024, with an expected annual capacity of CNY 4 billion for 2025 [3] - The Huangshi factory's utilization rate exceeded 80%, with a projected annual capacity of CNY 600 million and plans to achieve profitability [3] - The Thailand facility is set to begin production in June 2025, focusing on high-layer server and switch products [4] Group 4: Market and Economic Factors - As of 2024, overseas business revenue accounted for approximately 71.84%, with minimal direct export to the U.S. (0.12%) [2] - The company anticipates that U.S. tariffs will not have a significant short-term impact on operations, but long-term trade tensions may affect the industry [2] - In Q1 2025, raw material prices increased due to commodity price rises, but the company has not yet felt significant cost impacts [5] Group 5: Financial Management - The company plans to maintain a high gross margin through order structure optimization and digital transformation [6] - Currency fluctuations significantly impact the company, with nearly 80% of foreign sales denominated in USD [7]

Investment Rating - The report maintains an "Accumulate-A" rating for the company [1][5] Core Views - The company's revenue and net profit for Q1 2025 showed significant growth, driven by the high demand in the server PCB market, particularly due to the upgrade of traditional servers and the ongoing boom in AI server applications [3][4] - The company achieved a revenue of 1.117 billion yuan in Q1 2025, representing a year-on-year increase of 42.41%, and a net profit of 240 million yuan, up 65.68% year-on-year [1][3] - The increase in gross margin and net profit margin indicates an improvement in product structure, benefiting from the high demand for high-layer, high-precision, high-density, and high-reliability PCB products [4][3] Financial Performance Summary - For Q1 2025, the company's gross margin was 35.19%, up 0.74 percentage points year-on-year, while the net profit margin was 21.52%, an increase of 3.02 percentage points year-on-year [4] - The company expects to achieve revenues of 5.047 billion, 5.980 billion, and 6.960 billion yuan for the years 2025, 2026, and 2027, respectively, with year-on-year growth rates of 35.2%, 18.5%, and 16.4% [5][11] - The projected net profits for the same years are 854 million, 1.075 billion, and 1.313 billion yuan, with growth rates of 26.4%, 25.8%, and 22.1% [5][11] Market Data - As of May 9, 2025, the closing price of the company's stock was 49.55 yuan, with a market capitalization of 74.45 billion yuan [3][4] - The stock has seen a yearly high of 67.64 yuan and a low of 32.77 yuan [3]

Investment Rating - The report maintains an "Accumulate-A" rating for the company [4]. Core Views - The company's performance in Q1 2025 shows rapid growth in revenue and net profit, driven by the high demand in the server PCB market, particularly due to the upgrade of traditional servers and the ongoing high demand for AI servers [5][6]. - The company achieved a revenue of 1.117 billion yuan in Q1 2025, representing a year-on-year increase of 42.41%, and a net profit of 240 million yuan, up 65.68% year-on-year [5][6]. Summary by Sections Market Performance - As of May 9, 2025, the closing price was 49.55 yuan, with a year-to-date high of 67.64 yuan and a low of 32.77 yuan. The circulating A shares are 150 million out of a total of 425 million shares, resulting in a circulating market value of 7.445 billion yuan and a total market value of 21.072 billion yuan [2]. Financial Data - As of March 31, 2025, the basic earnings per share (EPS) was 0.56 yuan, with a diluted EPS also at 0.56 yuan. The net asset per share was 7.83 yuan, and the return on equity (ROE) was 7.22% [3]. Revenue and Profit Forecast - The company is expected to achieve revenues of 5.047 billion yuan, 5.980 billion yuan, and 6.960 billion yuan for the years 2025, 2026, and 2027, respectively, with year-on-year growth rates of 35.2%, 18.5%, and 16.4%. The net profits are projected to be 854 million yuan, 1.075 billion yuan, and 1.313 billion yuan for the same years, with growth rates of 26.4%, 25.8%, and 22.1% [7][10]. Profitability Metrics - The gross profit margin for Q1 2025 was 35.19%, an increase of 0.74 percentage points year-on-year, while the net profit margin was 21.52%, up 3.02 percentage points year-on-year [6]. Valuation Ratios - The projected price-to-earnings (P/E) ratios for 2025, 2026, and 2027 are 24.7x, 19.6x, and 16.1x, respectively, based on the closing price of 49.55 yuan on May 9, 2025 [7][12].

Core Insights - The communication industry is at the forefront of technological innovation, driving significant advancements in digital life and economic development [1][2] - In 2024, companies in the Shenzhen Stock Exchange's communication sector are expected to achieve robust financial performance, with a total revenue of 2,271.71 billion yuan, a year-on-year increase of 12.15%, and a net profit of 93.10 billion yuan, up 53.52% [1] Technological Breakthroughs - The communication industry is undergoing a transformation towards "intelligent connectivity," driven by advancements in AI, big data, and cloud computing [2] - The Ministry of Industry and Information Technology plans to enhance the mobile IoT ecosystem by 2027, integrating 4G and 5G technologies [2] Company Performance - Guangzhou Guanghe Technology Co., Ltd. reported a revenue of 3.73 billion yuan in 2024, a 39.43% increase, and a net profit of 676 million yuan, up 63.04% [3] - Shenzhen Guanghetong Wireless Co., Ltd. is focusing on AI technology and has established an AI research institute to develop new communication products [3] Shareholder Returns - Shenzhen communication companies are committed to returning profits to shareholders through stable dividends and share buybacks [4] - Suzhou Kema Materials Technology Co., Ltd. has announced two profit distribution plans totaling 87.20 million yuan since its listing [5] - Guanghetong plans to distribute 267 million yuan in cash dividends for 2024, continuing its commitment to shareholder returns [5] Long-term Commitment - Shenzhen Feirongda Technology Co., Ltd. emphasizes sustainable development and long-term value creation for investors through innovation and operational efficiency [6] - The communication sector's focus on R&D and market-driven strategies aims to enhance competitiveness and ensure consistent returns for investors [6]

Strategic Planning - The company has developed a "cloud, pipe, terminal" strategy based on its technological characteristics and management advantages, focusing on high-speed multi-layer precision PCB products for cloud computing, communication equipment-related PCBs, and smart terminal devices [1][2]. Impact of Tariffs - As of 2024, overseas business revenue accounts for approximately 71.84%, with the Americas at 3.32%, Europe at 1.30%, and Asia at 67.22%. Direct exports to the U.S. represent only 0.12% [2]. - The company’s core business is server PCBs, with downstream customers primarily in Northeast Asia, Southeast Asia, and Mexico. Tariffs have minimal direct impact due to server products being on the tariff exemption list [2]. - Long-term effects of ongoing trade tensions may restructure the industry supply chain [2]. Investor Returns - For the 2023 profit distribution, the company plans to distribute RMB 2.50 per 10 shares, totaling RMB 105,575,000, which is 25.46% of the net profit attributable to shareholders [3]. - For 2024, the proposed distribution is RMB 4.80 per 10 shares, totaling RMB 204,112,800, which is 30.19% of the net profit attributable to shareholders [3]. - The company emphasizes solid governance and operational management to ensure quality returns to investors [3][4]. Communication and Governance - The company has disclosed 172 documents and answered over 210 investor inquiries in 2024, achieving a 100% response rate [4]. - It maintains transparency in information disclosure and fosters good communication with investors to enhance understanding and trust [4]. Technological Innovation - The company reported a 39.43% increase in revenue and a 63.04% increase in net profit in 2024, attributed to a focus on R&D and technological innovation [5][7]. - Listing on the Shenzhen Stock Exchange has strengthened the company’s financial position, enabling increased R&D investment and attracting top talent [5]. Future Plans and H-Share Listing - The company plans to pursue an H-share listing in Hong Kong, primarily to establish an offshore financing platform and enhance brand influence overseas, rather than for immediate financing needs [6]. - With over RMB 700 million in cash and healthy operating cash flow, the H-share listing aims to support international business expansion and improve capital structure [6]. Industry Performance - The overall industry performance varies significantly based on downstream application areas, with specific company performance details available through regular reports and industry associations [6].

Group 1 - Guanghe Technology (001389.SZ) reported its Q1 2025 financial results on April 30, 2025, with 21 institutional investors disclosing holdings in the company, totaling 337 million shares, which represents 79.22% of the total share capital [1] - The top ten institutional investors collectively hold 77.28% of the shares, with notable investors including Guangzhou Zhenyun Investment Co., Ltd. and Shenzhen Guangxie Investment Enterprise [1] Group 2 - In the public fund sector, two funds increased their holdings in Guanghe Technology, accounting for a 0.13% increase, while one fund, Southern CSI 1000 ETF, reported a slight decrease in holdings [2] - Three new public funds disclosed their holdings in Guanghe Technology, including E Fund Vision Growth Mixed A and E Fund Pioneer Growth Mixed A [2] - One new social security fund, the National Social Security Fund 117 Portfolio, disclosed its holdings in Guanghe Technology during this period [2]

Investment Rating - The investment rating for the company is "Buy (Maintain)" [1] Core Views - The company achieved significant revenue growth in 2024, with total revenue reaching 3.734 billion yuan, a year-on-year increase of 39.43%. The net profit attributable to shareholders was 676 million yuan, reflecting a growth of 63.04% [1][4] - In Q1 2025, the company reported revenue of 1.117 billion yuan, up 42.41% year-on-year, with net profit attributable to shareholders increasing by 65.68% to 240 million yuan [1][4] - The company is focusing on expanding its market share in computing power products and has made technological breakthroughs in high-layer PCBs and advanced HDI, which have been well received by customers [4] Summary by Sections Financial Performance - In 2024, the company's revenue was 3.734 billion yuan, with server PCB revenue at 2.705 billion yuan, a 45.59% increase year-on-year. The gross margin for the year was 33.38%, slightly up by 0.08 percentage points, and the net margin was 18.11%, an increase of 2.63 percentage points [4][5] - For Q1 2025, the gross margin was 35.19%, up 1.61 percentage points quarter-on-quarter and 0.74 percentage points year-on-year, while the net margin was 21.52%, reflecting a 4.09 percentage points increase quarter-on-quarter and 3.02 percentage points year-on-year [4] Production Capacity and Development - The company is enhancing its production capabilities and digital transformation at its Guangzhou plant, aiming to improve product structure and delivery competitiveness. The Dongguan plant has commenced full operations, while the Huangshi plant aims to achieve profitability in 2025 [4] - The Thailand plant began equipment installation in December 2024 and is currently in the process of production line debugging and customer validation, laying the groundwork for long-term growth [4] Earnings Forecast - The expected EPS for 2025 and 2026 are 2.20 yuan and 2.79 yuan, respectively, with corresponding PE ratios of 22 and 17 times [4]

证券代码：001389 证券简称：广合科技 公告编号：2025-021 广州广合科技股份有限公司 关于筹划发行 H 股股票并上市相关事项的提示性公告 特此公告。 广州广合科技股份有限公司 董事会 2025 年 4 月 30 日 广州广合科技股份有限公司（以下简称"公司"）主营业务为多高层印制电路 板的研发、生产与销售，产品主要应用于服务器等中高端应用市场。基于深化全 球战略布局的需要，经公司充分研究论证，拟发行 H 股股票并在香港联合交易 所有限公司（以下简称"香港联交所"）主板上市（以下简称"本次发行并上市"）。 公司将充分考虑现有股东的利益和境内外资本市场的情况，在股东会决议有效期 内（即经公司股东会审议通过之日起 18 个月或同意延长的其他期限）选择适当 的时机和发行窗口完成本次发行并上市。 2025 年 4 月 29 日，公司召开了第二届董事会第十三次会议、第二届监事会 第十一次会议，会议审议通过了《关于公司发行 H 股股票并在香港联合交易所 有限公司上市的议案》《关于公司发行 H 股股票并在香港联合交易所有限公司上 市方案的议案》等相关议案。 截至目前，公司正积极与相关中介机构就本次发行并上市的相关 ...