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].

Group 1 - The company plans to issue A-shares to specific investors, including its controlling shareholder, Foshan Electrical Lighting Co., Ltd, with a total fundraising amount not exceeding 981.32 million yuan [1][2] - The issuance will not exceed 30% of the company's total share capital prior to the issuance, amounting to a maximum of 185,543,150 shares [1][2] - Foshan Lighting has committed to subscribe for 116 million yuan of the shares [1] Group 2 - The final issuance price will be determined after approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission, with a minimum price set at 80% of the average trading price over the previous 20 trading days [2][9] - The issuance has been approved by the company's board of directors and will require further approval from the shareholders' meeting and regulatory authorities [2][3] Group 3 - Foshan Lighting holds 21.48% of the company's shares and is considered a related party, making this transaction a related party transaction [6] - The company has disclosed that this transaction does not constitute a major asset restructuring as defined by relevant regulations [3] Group 4 - The transaction aims to provide necessary funding for the company's development, enhancing asset quality and demonstrating the controlling shareholder's confidence in the company's future [14] - The issuance will not change the company's actual control or significantly alter its capital structure, leading to an increase in total assets and net assets while reducing the debt-to-asset ratio [14] Group 5 - The independent directors have reviewed the transaction and found the reasons for the related party transaction to be reasonable and the pricing principles to be fair, ensuring no harm to the interests of other shareholders [14][15]

Core Viewpoint - The document outlines the fundraising management measures of Foshan Guoxing Optoelectronics Co., Ltd., emphasizing the need for strict adherence to regulations and transparency in the use of raised funds to protect investor interests [1][2]. Group 1: General Principles - The company establishes these measures to regulate the management and use of raised funds, ensuring compliance with relevant laws and protecting investor interests [1]. - "Raised funds" refers to money obtained through stock issuance or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [1]. Group 2: Fund Storage - Raised funds must be used specifically for designated purposes and stored in a special account approved by the board of directors, ensuring centralized management and supervision [3]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being in place [3][4]. Group 3: Fund Usage - The company must use raised funds according to the investment plan outlined in the issuance application documents, and any significant changes must be promptly disclosed [5][6]. - Funds should primarily be used for the company's main business and cannot be used for high-risk investments or to provide financial assistance to others [5][6]. Group 4: Changes in Investment Projects - If there are significant changes in the market environment or if the project is delayed, the company must reassess the feasibility and expected returns of the investment project [6][7]. - Any changes in the use of raised funds or investment projects must be approved by the board and disclosed to shareholders [12][14]. Group 5: Fund Management and Supervision - The finance department must maintain detailed records of the use of raised funds, and internal audits should occur at least quarterly [30][31]. - The board of directors must regularly review the actual storage, management, and usage of raised funds, and any discrepancies must be explained [32][33].

Core Viewpoint - The company, Guoxing Optoelectronics, plans to issue shares to specific investors to raise funds for its projects, particularly in the Mini/Micro LED and display module production, in response to favorable government policies supporting the LED industry [1][2][5]. Group 1: Background and Purpose of the Issuance - The issuance aims to enhance the company's capital strength, optimize its capital structure, and improve profitability [1][2]. - Recent government policies have encouraged the development of the LED industry, creating a favorable environment for growth [5][6]. - The company intends to use the raised funds for projects that align with national industrial policies and its strategic development direction [8][21]. Group 2: Fund Utilization - The total amount to be raised is expected to be no more than 981.32 million yuan, with the funds allocated to various projects including ultra-high-definition display production and smart health devices [2][8]. - The company has already made financial investments totaling 11.2 million yuan in related projects, which will be accounted for in the total fundraising amount [2][21]. Group 3: Market Opportunities - The LED industry is experiencing stable growth, driven by increasing demand in various sectors such as automotive lighting, consumer electronics, and display technologies [5][6]. - The company is positioned to capitalize on the growing market for Mini LED backlighting technology, which is gaining traction in high-end applications [5][6]. Group 4: R&D and Competitive Advantage - The company has established a strong R&D foundation, with significant investments in innovation and a robust patent portfolio, which supports its competitive edge in the LED market [22][23]. - The company has been recognized for its technological advancements and has received multiple awards for its contributions to the industry [22][24]. Group 5: Financial Impact and Shareholder Considerations - The issuance is expected to increase the company's total assets and net assets, thereby enhancing its financial strength for future development [9][21]. - The company has committed to measures to mitigate the potential dilution of immediate returns for shareholders resulting from the issuance [17][29].

Core Viewpoint - The company intends to issue A-shares to specific investors in 2025, which is deemed beneficial for optimizing capital structure and enhancing market confidence, aligning with the interests of the company and all shareholders [1][3]. Group 1: Legal Compliance and Approval - The company has conducted a thorough self-examination and confirmed compliance with relevant laws and regulations for the issuance of shares to specific investors [1][2]. - The issuance is classified as a related party transaction, with the agreement with Foshan Lighting being legal and not harming shareholder rights, particularly those of minority shareholders [2][3]. - The issuance plan has received approval from the relevant state-owned asset supervision authority and is pending approval from the shareholders' meeting and regulatory bodies [3]. Group 2: Financial Considerations - The feasibility analysis of fund usage aligns with legal requirements and the company's overall development plan, ensuring that the raised funds will support business consolidation and performance [1][2]. - Measures have been established to mitigate the dilution of immediate returns from the issuance, with commitments from controlling shareholders and management to fulfill these measures [2].

Core Viewpoint - The company, Foshan Guoxing Optoelectronics Co., Ltd., has approved a plan to issue A-shares to specific investors, including its controlling shareholder, Foshan Electric Lighting Co., Ltd., with a total expected fundraising amount of up to 981.32 million yuan [9][10]. Group 1: Meeting and Resolutions - The sixth supervisory board meeting was held on July 10, 2025, with all three supervisors present, and the meeting complied with relevant laws and regulations [1]. - The supervisory board approved the proposal for the company to meet the conditions for issuing shares to specific objects, with a voting result of 2 in favor and 0 against [2]. Group 2: Issuance Details - The company plans to issue A-shares with a par value of 1.00 yuan each to no more than 35 specific investors, including Foshan Electric Lighting, which intends to subscribe for 116 million yuan worth of shares [3][4]. - The issuance will be conducted in cash, and the final subscription amount will be determined based on the actual issuance price [5][6]. Group 3: Pricing and Conditions - The pricing benchmark for the issuance will be the first day of the issuance period, with the price set at no less than 80% of the average trading price over the previous 20 trading days [5][6]. - The maximum number of shares to be issued will not exceed 30% of the total share capital before the issuance, amounting to a maximum of 185,543,150 shares [6][7]. Group 4: Fund Utilization - The total expected fundraising amount is 981.32 million yuan, which will be used for the construction of ultra-high-definition display Mini/Micro LED and display module production projects [9][10]. - If the net amount raised is less than the total investment required, the company will cover the shortfall with its own funds or other financing methods [10]. Group 5: Regulatory Compliance - The proposals will be submitted for review at the company's first extraordinary general meeting of shareholders in 2025 [2][11]. - The company will establish a special account for the management of the raised funds to ensure proper usage and efficiency [13].

Meeting Announcement - The company will hold its first extraordinary general meeting of 2025 on July 29, 2025, at 14:30 [1] - The meeting will include both on-site and online voting options for shareholders [2] Voting Procedures - Shareholders can choose to vote either in person or via the Shenzhen Stock Exchange's trading system and internet voting system [2][4] - Voting will be available from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on the day of the meeting [1][2] Shareholder Eligibility - Only ordinary shareholders registered by the close of trading on July 24, 2025, are eligible to attend and vote [2][3] - Shareholders can appoint proxies to attend the meeting and vote on their behalf [2][5] Agenda Items - The meeting will discuss several proposals related to the issuance of A-shares to specific targets, including feasibility analysis and measures to mitigate dilution of immediate returns [3][4] - All proposals require a two-thirds majority vote from attending shareholders to pass [4] Registration Requirements - Shareholders must provide specific documentation to register for the meeting, including identification and proof of share ownership [5][6] - Registration must be completed by 17:00 on July 25, 2025, for those using mail or fax [5] Online Voting Instructions - Detailed instructions for participating in online voting will be provided, including the need for identity verification [6][7]

证券代码：002449 证券简称：国星光电 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 二〇二五年七月 佛山市国星光电股份有限公司（以下简称"公司"、"国星光电"）是深圳 证券交易所上市的公司。为满足公司经营战略的实施和业务发展的资金需求，进 一步增强公司资本实力，优化资本结构，提升盈利能力，根据《中华人民共和国 公司法》《中华人民共和国证券法》和《上市公司证券发行注册管理办法》等有 关法律、法规和规范性文件的规定，公司拟实施 2025 年度向特定对象发行股票 （以下简称"本次发行"），本次向特定对象发行股份总数不超过 185,543,150 股（含本数），预计募集资金总额不超过 98,132.39 万元，扣除发行费用后将全 部用于以下项目的投资： 单位：万元 | 序 号 | 项目名称 | 项目投资金额 | 募集资金使用金额 | | --- | --- | --- | --- | | 1 | 超高清显示 及显示模组产品 Mini/Micro LED 生产建设项目 | 37,309.21 | 36,189.21 | | 2 | 光电传感及智能健康器件产业化建设项目 | 1 ...

证券代码：002449 证券简称：国星光电 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 本次向特定对象发行 A 股股票完成后，公司经营与收益的变化，由公司自 行负责；因本次向特定对象发行 A 股股票引致的投资风险，由投资者自行负责。 公司本次向特定对象发行 A 股股票预案（以下简称"本预案"）是公司董 事会对本次向特定对象发行股票的说明，任何与之相反的声明均属不实陈述。 投资者如有任何疑问，应咨询自己的股票经纪人、律师、专业会计师或其他 专业顾问。 本预案所述事项并不代表审批机关对于本次向特定对象发行 A 股股票相关 事项的实质性判断、确认、批准或核准，本预案所述本次向特定对象发行 A 股 股票相关事项的生效和完成尚待取得有关审批机关的批准或核准。 2 特别提示 二〇二五年七月 发行人声明 公司及董事会全体成员保证本预案内容真实、准确、完整，并确认不存在虚 假记载、误导性陈述或重大遗漏。 一、佛山市国星光电股份有限公司 2025 年度向特定对象发行股票相关事项 已于 2025 年 7 月 10 日经公司第六届董事会第八次会议审议通过，并已获得履行 国有资产监督管理职责的主体同意，尚需提 ...