特别提示： 1、本次股东会未出现否决议案的情形； 2、本次股东会未涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 证券代码：002449 证券简称：国星光电 公告编号：2025-045 佛山市国星光电股份有限公司 关于 2025 年第一次临时股东会决议公告 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、误导性陈述或者重大遗漏。 （一）会议召开情况 1、会议时间 （1）现场会议召开时间：2025 年 7 月 29 日（星期二）下午 14:30 （2）网络投票时间：2025 年 7 月 29 日，其中： 通过深圳证券交易所交易系统进行网络投票的时间为：2025 年 7 月 29 日上 午 9:15—9:25，9:30-11:30，下午 13:00—15:00； 通过深圳证券交易所互联网投票系统投票的时间为：2025 年 7 月 29 日 9:15 —15:00。 2、现场会议召开地点：佛山市禅城区华宝南路 18 号南区中栋一楼大会议室 3、会议召集人：公司董事会 4、会议主持人：董事长雷自合先生 5、会议召开方式：现场投票与网络投票相结合的方式 本次会议的召集、召开符合《公司 ...

2、公司于 2025 年 7 月 11 日登载于《中国证券报》《证券时报》和巨潮资 讯网的《佛山市国星光电股份有限公司 2025 年度向特定对象发行 A 股股票方案 的论证分析报告》、《佛山市国星光电股份有限公司 2025 年度向特定对象发行 A 股股票募集资金使用的可行性分析报告》、《佛山市国星光电股份有限公司 2025 年度向特定对象发行 A 股股票预案》、《佛山市国星光电股份有限公司募集资金 管理办法》、《关于 2025 年度向特定对象发行 A 股股票摊薄即期回报的风险提 示及填补回报措施和相关主体承诺的公告》、《关于 2025 年度向特定对象发行 A 股股票预案披露的提示性公告》、《关于本次向特定对象发行 A 股股票不存在 直接或通过利益相关方向参与认购的投资者提供财务资助或补偿的公告》、《关 于认购对象出具特定期间不减持公司股票承诺函的公告》、《关于认购对象资金 来源及合规性的承诺的公告》、《关于无需编制前次募集资金使用情况报告的公 告》、《关于与特定对象签署附条件生效的股份认购协议暨本次向特定对象发行 广东至高律师事务所 国星光电 2025 年第一次临时股东会的法律意见书 广东至高律师事务所 关于 ...

[Current Period Performance Forecast](index=1&type=section&id=%E4%B8%80%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E8%AE%A1%E6%83%85%E5%86%B5) The company anticipates a significant year-over-year decline in its 2025 first-half net profit and adjusted net profit 2025 Semi-Annual Performance Forecast | Item | Current Reporting Period | Prior Year Period | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders of Listed Company** | Profit: RMB 20.00 million - RMB 25.00 million | Profit: RMB 56.25 million | | | *Year-over-year decrease: 55.55% - 64.44%* | | | **Net Profit Excluding Non-Recurring Gains and Losses** | Profit: RMB 7.00 million - RMB 13.00 million | Profit: RMB 36.09 million | | | *Year-over-year decrease: 63.98% - 80.61%* | | | **Basic Earnings Per Share** | Profit: RMB 0.0323/share - RMB 0.0404/share | Profit: RMB 0.0909/share | [Communication with Accounting Firm](index=1&type=section&id=%E4%BA%8C%E3%80%81%E4%B8%8E%E4%BC%9A%E8%AE%A1%E5%B8%88%E4%BA%8B%E5%8A%A1%E6%89%80%E6%B2%9F%E9%80%9A%E6%83%85%E5%86%B5) The company confirms this performance forecast's financial data is a preliminary estimate and has not been audited - This performance forecast data represents preliminary estimates by the company's finance department and has not been audited by an accounting firm[4](index=4&type=chunk) [Explanation of Performance Changes](index=1&type=section&id=%E4%B8%89%E3%80%81%E4%B8%9A%E7%BB%A9%E5%8F%98%E5%8A%A8%E5%8E%9F%E5%9B%A0%E8%AF%B4%E6%98%8E) Performance decline is primarily due to market competition, lower product prices, rising raw material costs, and reduced non-recurring gains - The primary reasons for the performance decline include intensified market competition leading to reduced product prices and increased costs for precious metals and other raw materials, ultimately resulting in a year-over-year decrease in gross profit[5](index=5&type=chunk) - The company plans to enhance overall competitiveness through strengthening technological innovation, upgrading product structure, exploring emerging businesses such as **high-definition displays, smart wearables, optocouplers, and automotive applications**, and implementing cost reduction and efficiency improvement measures[5](index=5&type=chunk) - During the reporting period, non-recurring gains and losses are estimated to be **RMB 12 million to RMB 13 million**, a decrease from **RMB 20.15 million** in the prior year period[6](index=6&type=chunk) [Other Explanations](index=2&type=section&id=%E5%9B%9B%E3%80%81%E5%85%B6%E4%BB%96%E8%AF%B4%E6%98%8E) The company reiterates this performance forecast is preliminary, advising investors to note investment risks, with final data in the 2025 semi-annual report - This performance forecast is a preliminary estimate, and the final financial data will be detailed in the 2025 semi-annual report, advising investors to exercise caution in their decisions[7](index=7&type=chunk)

Core Viewpoint - Guoxing Optoelectronics plans to raise no more than 981 million yuan through a targeted issuance to enhance its capabilities in emerging fields such as Mini/Micro LED technology [1][2] Group 1: Fundraising and Investment Focus - The company aims to raise funds from no more than 35 specific investors, including its controlling shareholder, Foshan Electric Lighting [1] - The raised capital will be directed towards five core areas: ultra-high-definition display, optoelectronic sensing, smart home, intelligent automotive applications, and research laboratories [1] Group 2: Strategic Development Areas - In the ultra-high-definition display sector, the company will focus on building production lines for Mini/Micro LED and display module products to seize opportunities in next-generation display technology [1] - The optoelectronic sensing segment will advance the industrialization of smart health devices, expanding into the medical health market [1] - The smart home business will enhance production capacity for display and Mini backlight modules, while the intelligent automotive sector will focus on automotive smart applications [1] - The company will also invest in high-level research laboratories to strengthen its technological reserves in third-generation semiconductors and Mini/Micro LED display devices [1] Group 3: Industry Context and Market Potential - The LED industry is experiencing a new development opportunity period due to increased national policy support, with significant market potential in niche areas such as small-pitch LED, optoelectronic devices, and smart electronic terminals [1] - Guoxing Optoelectronics aims to optimize its product structure and allocate resources towards high-growth areas to enhance overall profitability [1] - The company emphasizes forward-looking technology layout to address market competition and technological changes in the rapidly evolving LED industry [1][2]

Core Viewpoint - The company Guoxing Optoelectronics (002449.SZ) plans to raise up to 981.32 million yuan through a private placement of A-shares to fund various projects and supplement working capital [1][4]. Fundraising Details - The total amount to be raised is capped at 981.32 million yuan, which will be allocated to several projects including: - Ultra-high-definition Mini/Micro LED and display module production project: 362.89 million yuan - Optoelectronic sensing and smart health device industrialization project: 190.11 million yuan - Smart home display and Mini backlight module project: 118.19 million yuan - Smart vehicle devices and applications project: 53.53 million yuan - Guoxing Optoelectronics R&D laboratory project: 157.60 million yuan - Supplementing working capital: 100 million yuan [3][4]. Issuance Structure - The shares will be issued as domestic listed ordinary shares (A-shares) with a par value of 1.00 yuan each, targeting no more than 35 specific investors, including the controlling shareholder Foshan Lighting [4][6]. - Foshan Lighting is expected to subscribe for 116 million yuan worth of shares and will not participate in the market bidding process but will accept the market pricing results [4][5]. Shareholder and Control Information - The issuance will not change the company's control structure, as Foshan Lighting remains the controlling shareholder, holding 21.48% of the shares along with its wholly-owned subsidiary [7][8]. - The total number of shares to be issued will not exceed 30% of the pre-issue total share capital, amounting to a maximum of 185,543,150 shares [7]. Financial Performance - The company's revenue from 2021 to 2024 showed a declining trend, with figures of 4.045 billion yuan, 3.580 billion yuan, 3.542 billion yuan, and 3.473 billion yuan respectively. Net profits also decreased significantly during the same period [8]. - For the first quarter of 2025, the company reported a revenue of 767 million yuan, a year-on-year decline of 18.48%, and a net profit of 16.70 million yuan, down 40.25% compared to the previous year [8].

Group 1 - iFlytek expects a significant reduction in losses for the first half of 2025, with projected revenue growth of 15%-20% and net profit growth of 30%-50% compared to the same period last year [1][2] - The company anticipates a gross profit increase of over 600 million yuan, with total sales receipts around 10.3 billion yuan, reflecting a year-on-year increase of approximately 1.3 billion yuan [1][2] - iFlytek's strategic focus on artificial intelligence and continuous investment in R&D, which constitutes about 20% of revenue, has led to healthy growth in its core business, particularly in the consumer sector [2][3] Group 2 - Seres expects a net profit increase of 66.20% to 96.98% for the first half of 2025, with projected net profit between 2.7 billion to 3.2 billion yuan [4] - The company's performance is attributed to its commitment to a software-defined vehicle strategy and the successful launch of new products in the second quarter of 2025 [4] Group 3 - WuXi AppTec anticipates a 44.43% increase in adjusted net profit for the first half of 2025, with expected revenue of approximately 20.8 billion yuan, a year-on-year growth of about 20.64% [5][6] - The growth is driven by the company's focus on its integrated CRDMO business model and the successful sale of part of its stock in WuXi XDC Cayman Inc., contributing an estimated gain of 3.21 billion yuan [6] Group 4 - China Shipbuilding expects a net profit increase of 98.25% to 119.49% for the first half of 2025, with projected net profit between 2.8 billion to 3.1 billion yuan [10] - The company has benefited from improved order structures and effective cost control, leading to significant revenue growth [10] Group 5 - Huadian Power anticipates a net profit increase of 62.62% to 70.22% for the first half of 2025, with projected net profit between 642 million to 672 million yuan [20] - The growth is attributed to effective cost reduction strategies and stable production processes [20] Group 6 - Lotus Holdings expects a net profit increase of 58.67% to 68.59% for the first half of 2025, with projected net profit between 160 million to 170 million yuan [21] - The company's new product development and sales have shown significant results, particularly in the new retail sector [21] Group 7 - Dongyangguang anticipates a net profit increase of 157.48% to 192.81% for the first half of 2025, with projected net profit between 583 million to 663 million yuan [28] - The company is accelerating its strategic layout in the intelligent computing and humanoid robot sectors, which has begun to yield revenue [28] Group 8 - Walden Materials expects a net profit of 545 million to 587 million yuan for the first half of 2025, reflecting a year-on-year growth of 30% to 40% [29] - The growth is driven by increased market demand across various product lines, including electronic materials and new energy vehicles [29] Group 9 - Sanmei Holdings anticipates a net profit increase of 146.97% to 171.67% for the first half of 2025, with projected net profit between 948 million to 1.042 billion yuan [30] - The company benefits from a favorable competitive landscape and rising demand for its fluorinated refrigerants [30]

Group 1: Stock Suspension and Resumption - Shijia Photon plans to acquire 82.3810% equity of Fokexima from five trading parties, and will issue shares to raise matching funds from no more than 35 specific investors; stock will resume trading [1] - Liangpinpuzi's controlling shareholder, Ningbo Hanyi, is planning a major event that may lead to a change in company control, resulting in stock suspension [1] - Qin'an Co. intends to acquire 99% equity of Yigao Optoelectronics and raise matching funds; stock will resume trading [1] Group 2: Investment Cooperation and Operational Status - Juxing Technology has received a procurement confirmation from a large international retail company for a series of 20V cordless lithium battery power tools and related spare parts, with an expected annual procurement amount of no less than $30 million, accounting for over 10% of the company's 2024 power tool product revenue [2] - Guoxing Optoelectronics plans to raise no more than 980 million yuan through a private placement for the production construction project of "Ultra HD Display Mini/Micro LED and Display Module Products" [2] - Jiangfeng Electronics intends to raise no more than 1.95 billion yuan for the industrialization project of 5,100 integrated circuit equipment static suction cups [3] - Baotou Steel plans to adjust the related transaction price of rare earth concentrate for the third quarter of 2025 to 19,109 yuan/ton excluding tax [4] - Northern Rare Earth has adjusted the transaction price of rare earth concentrate for the third quarter to 19,109 yuan/ton excluding tax [5] Group 3: Performance Changes - Guosheng Jinkong expects a net profit of 150 million to 220 million yuan for the first half of the year, a year-on-year increase of 236.85% to 394.05%, with good performance improvement in brokerage and investment banking businesses [6] - Sairisi anticipates a net profit of 2.7 billion to 3.2 billion yuan for the first half, a year-on-year increase of 66.20% to 96.98%, with significant growth in second-quarter sales compared to the first quarter [6] - WuXi AppTec expects an adjusted net profit of approximately 6.315 billion yuan for the first half, a year-on-year increase of about 44.43% [7] - China Shipbuilding Industry Corporation expects a net profit of 1.5 billion to 1.8 billion yuan for the first half, a year-on-year increase of 181.09% to 237.30%, with a significant increase in the number of delivered civil ship products [7] - Huidian Co. anticipates a net profit of 1.65 billion to 1.75 billion yuan for the first half, a year-on-year increase of 44.63% to 53.40%, benefiting from structural demand for printed circuit boards in emerging computing scenarios such as high-speed computing servers and artificial intelligence [7] - Zhengbang Technology expects a net profit of 190 million to 210 million yuan for the first half, compared to a loss of 127 million yuan in the same period last year [8] - Dongyangguang expects a net profit of 583 million to 663 million yuan for the first half, a year-on-year increase of 157.48% to 192.81%, with accelerated strategic layout in intelligent computing center liquid cooling and humanoid robot fields, achieving revenue in the humanoid intelligent robot business [8]

Core Viewpoint - The company, Foshan Guoxing Optoelectronics Co., Ltd., has confirmed that it has not faced any regulatory measures or penalties from securities regulatory authorities or exchanges in the past five years [1][2]. Summary by Sections Regulatory Penalties - The company has not been subjected to any penalties from securities regulatory authorities or the Shenzhen Stock Exchange in the last five years [1]. Regulatory Measures - The company has not experienced any regulatory measures taken by securities regulatory authorities or the Shenzhen Stock Exchange in the past five years [2].

Group 1 - The resignation of Yuan Weiliang as the Secretary of the Board was due to work arrangement adjustments, and he will continue to serve as the Director and General Manager of a subsidiary [1] - The company appointed Li Wenqiang as the new Secretary of the Board, effective immediately upon the board's approval [1] - Li Wenqiang possesses the necessary qualifications, including a Master's degree in Engineering and an MBA, and has obtained the Secretary of the Board qualification certificate from the Shenzhen Stock Exchange [3][4] Group 2 - Li Wenqiang has a diverse professional background, having held various positions in automotive research, strategic investment, and management roles in different companies [3] - As of the announcement date, Li Wenqiang does not hold any shares in the company and has no relationships with major shareholders or other board members [4] - He has not faced any penalties from regulatory bodies in the last 36 months and is not classified as a "dishonest executor" [4]

Core Viewpoint - The announcement details the potential dilution of immediate returns due to the issuance of A-shares to specific investors, along with measures to compensate for this dilution and commitments from relevant parties [1][4][14]. Financial Impact - The company plans to raise a maximum of 981.32 million yuan (approximately 98.13 million) through the issuance of up to 185,543,150 shares, which will increase the total share capital from 618,477,169 shares to 804,020,319 shares [1][2]. - The basic earnings per share (EPS) under three scenarios (flat, 20% increase, and 20% decrease in profit) are projected to be 0.0833 yuan, 0.1000 yuan, and 0.0667 yuan respectively, indicating a potential dilution effect [2][3]. - The weighted average return on equity (ROE) is expected to decrease from 1.35% to 1.08% under the scenario of a 20% decrease in profit [3]. Necessity and Reasonableness of the Issuance - The funds raised will be used for projects related to Mini/Micro LED production, optical sensing, smart home displays, and other initiatives that align with the company's existing business and national industrial policies [4][5]. - The projects are expected to enhance the company's core competitiveness and sustainable development capabilities, providing a strong market outlook [4][11]. Project Implementation Readiness - The company has established a solid foundation in terms of personnel, technology, and market management to ensure the successful implementation of the fundraising projects [5][6][7]. - The company has a strong R&D capability, with a 2024 R&D investment of 190.85 million yuan, representing 5.50% of revenue, and has filed over 1,200 patents [7][8]. Measures to Mitigate Dilution Risk - The company will enhance fundraising management, accelerate project implementation, and ensure efficient use of raised funds to improve profitability [11][12]. - It will strengthen strategic partnerships with existing clients and explore new business markets to maintain competitive advantage [12][13]. - The company will also improve its governance structure to protect shareholder rights and ensure compliance with relevant regulations [12][13]. Commitments from Relevant Parties - The company's board and senior management have committed to ensuring the effectiveness of measures to compensate for the dilution of immediate returns [14][15]. - The controlling shareholder and actual controller have also made commitments to not interfere with the company's management and to compensate for any losses incurred due to non-compliance with these commitments [14][15].