苏州市世嘉科技股份有限公司第五届董事会薪酬与考核委员会第五次会议 决议 苏州市世嘉科技股份有限公司 第五届董事会薪酬与考核委员会第五次会议决议 一、会议召开情况 苏州市世嘉科技股份有限公司（以下简称"公司"或"世嘉科技"）第五届 董事会薪酬与考核委员会第五次会议已于 2026 年 1 月 4 日以专人送达、电话通 知、电子邮件等方式通知了全体委员，会议于 2026 年 1 月 7 日在公司会议室以 现场结合通讯的方式召开。会议由独立董事张瑞稳先生召集和主持，应出席委员 3 人，实际出席委员 3 人，公司高级管理人员列席了会议。本次会议的召集和召 开程序、出席人数和表决程序均符合《公司章程》《董事会薪酬与考核委员会工 作制度》等有关规定。 二、会议审议情况 1. 审议通过《关于回购注销 2024 年限制性股票激励计划预留授予的部分限 制性股票的议案》 鉴于公司 2024 年限制性股票激励计划的 1 名激励对象因个人原因离职，根 据公司《2024 年限制性股票激励计划》有关规定，上述离职人员已经失去激励 资格条件。故董事会薪酬与考核委员会同意公司对上述离职的激励对象所持已获 授但尚未解除限售的 2 万股限制性股票 ...

苏州市世嘉科技股份有限公司第五届董事会独立董事 2026 年第一次专门会议 决议 苏州市世嘉科技股份有限公司 第五届董事会独立董事 2026 年第一次专门会议决议 苏州市世嘉科技股份有限公司第五届董事会独立董事 2026 年第一次专门会议 决议 同意本次日常关联交易事项，并同意提交至公司董事会审议。 表决结果：同意 1 票，反对 0 票，弃权 0 票。 一、会议召开情况 苏州市世嘉科技股份有限公司（以下简称"公司"或"世嘉科技"）第五届 董事会独立董事 2026 年第一次专门会议已于 2026 年 1 月 4 日以专人送达、电话 通知、电子邮件等方式通知了全体独立董事，会议于 2026 年 1 月 7 日在公司会 议室以现场结合通讯的方式召开。本次会议由张瑞稳先生召集和主持，应出席独 立董事 2 人，实际出席独立董事 2 人，公司部分高级管理人员列席了本次会议， 本次会议的召集和召开程序、出席人数、审议和表决程序均符合《上市公司独立 董事管理办法》《深圳证券交易所股票上市规则》及《公司章程》《独立董事制 度》等有关规定。 二、会议审议情况 经与会独立董事认真讨论，审议并表决通过了以下议案，且该议案尚需提请 至 ...

Group 1 - The core point of the news is that Sega Technology's stock price dropped by 5.17% to 29.55 CNY per share, with a trading volume of 728 million CNY and a turnover rate of 10.59%, resulting in a total market capitalization of 7.457 billion CNY [1] - Sega Technology, established on April 20, 1990, and listed on May 10, 2016, specializes in the research, design, production, sales, and service of customized precision box systems [1] - The revenue composition of Sega Technology includes: RF devices 33.78%, elevator cabin systems 22.74%, specialized equipment box systems 22.32%, antennas 16.14%, and others 2.82% [1] Group 2 - According to data, the Jianxin Fund has one fund heavily invested in Sega Technology, specifically the Jianxin Social Responsibility Mixed A (530019), which held 209,800 shares, accounting for 3.38% of the fund's net value, making it the sixth-largest holding [2] - The Jianxin Social Responsibility Mixed A fund was established on August 14, 2012, with a latest scale of 107 million CNY, yielding 7.17% this year, ranking 600 out of 8,825 in its category; over the past year, it achieved a return of 74.55%, ranking 606 out of 8,084 [2]

Group 1 - Sega Technology's stock increased by 5.82% to 29.98 CNY per share, with a trading volume of 354 million CNY and a turnover rate of 5.37%, resulting in a total market capitalization of 7.566 billion CNY [1] - The company, established on April 20, 1990, and listed on May 10, 2016, specializes in the research, design, production, sales, and service of customized precision box systems [1] - The revenue composition of Sega Technology includes: RF devices (33.78%), elevator car systems (22.74%), specialized equipment box systems (22.32%), antennas (16.14%), and other products (2.82%) [1] Group 2 - According to data, Jianxin Fund holds a significant position in Sega Technology through its Jianxin Social Responsibility Mixed A fund, which held 209,800 shares, accounting for 3.38% of the fund's net value, making it the sixth-largest holding [2] - The Jianxin Social Responsibility Mixed A fund, established on August 14, 2012, has a current size of 107 million CNY and has achieved a year-to-date return of 5.06%, ranking 1055 out of 8823 in its category [2] - The fund has shown a one-year return of 81.43%, ranking 462 out of 8083, and a cumulative return since inception of 336.69% [2]

融券方面，世嘉科技1月6日融券偿还0.00股，融券卖出800.00股，按当日收盘价计算，卖出金额2.27万 元；融券余量1.63万股，融券余额46.18万元，超过近一年90%分位水平，处于高位。 资料显示，苏州市世嘉科技股份有限公司位于江苏省苏州市建林路439号，成立日期1990年4月20日，上 市日期2016年5月10日，公司主营业务涉及定制化精密箱体系统的研发、设计、生产、销售以及服务。 主营业务收入构成为：射频器件33.78%，电梯轿厢系统22.74%，专用设备箱体系统22.32%，天线 16.14%，其他(补充)2.82%，精密金属结构件及其他产品2.20%。 截至9月30日，世嘉科技股东户数2.51万，较上期减少17.23%；人均流通股9005股，较上期增加 20.35%。2025年1月-9月，世嘉科技实现营业收入6.74亿元，同比减少4.49%；归母净利润-5101.48万 元，同比减少281.65%。 分红方面，世嘉科技A股上市后累计派现1.23亿元。近三年，累计派现0.00元。 1月6日，世嘉科技跌1.67%，成交额5.23亿元。两融数据显示，当日世嘉科技获融资买入额7339.03万 元，融资 ...

Investment Rating - The report maintains an "Outperform" rating for the communication industry, consistent with the previous rating [5]. Core Insights - The report highlights that CPO (Co-Packaged Optics) is expected to have significant applications in scale-up networks, addressing transmission bottlenecks associated with copper cables and meeting bandwidth density requirements. It is noted that CPO offers a more favorable total cost of ownership (TCO) and performance/TCO ratio compared to scale-out networks [2][3]. - The report discusses the recent investment by Seagate Technology in Guangcai Xincheng, acquiring a 20% stake for 275 million yuan, indicating confidence in the optical communication sector's market prospects [2][29]. - China Telecom's AI subsidiary successfully completed its first round of financing, attracting major strategic investors, which underscores the recognition of its technological capabilities and growth potential [3][32]. Summary by Sections Market Review - During the week of December 29, 2025, to January 4, 2026, the Shenwan Communication Index fell by 1.41%, while the Shanghai Composite Index rose by 0.13%. The communication sector ranked 23rd among 31 Shenwan primary industries [13]. - Among the communication sub-sectors, communication application value-added services saw the highest increase of 1.41%, while other communication equipment and network devices experienced declines of 0.10% and 2.12%, respectively [16][19]. Industry Dynamics - The SemiAnalysis report elaborates on CPO technology, analyzing its advantages and challenges from multiple perspectives, including TCO, technical principles, marketization, vendor strategies, and supply chain dynamics [23]. - It is emphasized that CPO will not rapidly penetrate scale-out networks in large data centers due to limited cost and power savings. However, it is positioned as the best application scenario for scale-up networks, where it can significantly enhance performance and scalability [24][26]. - Seagate Technology's investment in Guangcai Xincheng is seen as a strategic move to leverage the company's existing capabilities and market position in the optical communication field [29][30]. - The successful financing round for China Telecom's AI subsidiary reflects strong confidence from national and industrial capital in its technological advancements and future growth [32][33].

行业需求旺盛 12月30日，苏州市世嘉科技（002796）股份有限公司(以下简称"世嘉科技")发布公告称，公司拟通过增 资扩股及受让光彩芯辰(浙江)科技有限公司(以下简称"光彩芯辰")创始股东嘉兴和同智能科技合伙企业 (有限合伙)(以下简称"嘉兴和同")部分股权的方式，取得光彩芯辰共计20%股权。 具体来看，世嘉科技拟按27.3元/股的价格，以2.75亿元认购光彩芯辰1007.37万元新增注册资本。本次 增资完成后，公司将持有光彩芯辰13.21%的股权，其中1007.37万元计入光彩芯辰新增注册资本，其余 款项计入光彩芯辰资本公积金。同时，嘉兴和同拟将其所持光彩芯辰6.79%股权以总价1元的价格转让 给世嘉科技。 交易完成后，世嘉科技将合计持有光彩芯辰对应1525.56万元注册资本的20%股权，本次交易总对价为 2.75亿元。 承诺三年净利润累计不低于2.85亿元 财务数据显示，光彩芯辰目前仍处于亏损状态。2023年、2024年及2025年前三季度，公司分别实现营业 收入1.88亿元、1.92亿元、1.3亿元，对应的净利润分别为-2.89亿元、-9950.57万元、-8165.37万元，资产 负债率分别为30 ...

Group 1 - Longbai Group's subsidiary plans to introduce strategic investors and implement capital increase, with a total investment of 2 billion yuan, resulting in a 31.40% equity stake for the investors [1] - Upwind New Materials' embodied intelligent robot business is still in the product development stage and is not expected to positively impact the 2025 annual performance [2] - Kweichow Moutai's controlling shareholder has completed a share buyback plan, acquiring approximately 207.14 million shares for about 3 billion yuan, increasing their total stake to 56.63% [3] Group 2 - Xiamen Tungsten's subsidiary plans to acquire 100% equity of German Mimatic Tool Company for a base price of 10 million euros, with additional capital increase planned [4] - Longpan Technology's subsidiary will reduce production on some lithium iron phosphate production lines for maintenance, expecting a reduction of about 5,000 tons [5] - Wenkai Co. plans to invest 29 million yuan to establish a fund focused on strategic emerging industries [6] Group 3 - Limin Co.'s subsidiary has received a production license for "fluopyram" pesticide, which is expected to have a positive impact on future operations [7] - ST Huicheng received a cash donation of 30 million yuan from its restructuring investor to support its operations [8] - Baitong Energy's vice president plans to reduce holdings of up to 316,200 shares, representing 0.0686% of the total share capital [9] Group 4 - Wushang Group's shareholder did not execute a planned share reduction, retaining a 5.7% stake [10] - Zhangzidao's major shareholder plans to reduce holdings of up to 711,100 shares, representing 1% of the total share capital [11] - Meihua Bio plans to repurchase shares worth 35 million to 50 million yuan at a price not exceeding 15 yuan per share [12] Group 5 - Xiyang Co. plans to distribute a cash dividend of 1.10 yuan per 10 shares, totaling 181 million yuan, which is 10.37% of the net profit for the first three quarters of 2025 [13] - Weike Technology plans to distribute a cash dividend of 6 yuan per 10 shares, totaling approximately 75.15 million yuan [14] - Guoyuan Securities plans to transfer 24.33% of Anyuan Fund's equity for 813 million yuan [15] Group 6 - Three Gorges Tourism's subsidiary plans to purchase part of the property for the Three Gorges Cruise Center for 136 million yuan [16] - Wukuang Development plans to acquire equity in Wukuang Mining and Luzhong Mining, with stock suspension announced [17][18] - Sijia Technology plans to invest 275 million yuan to acquire 20% equity in Guangcai Xincheng [19] Group 7 - Changan Automobile plans to raise no more than 6 billion yuan through a private placement for new energy vehicle projects [20] - Shenjian Co. reported that its aerospace business revenue is relatively small, accounting for only 0.20% of total revenue [21] - Zhiyuan New Energy's controlling shareholder plans to reduce holdings of up to 1.53% of the company's shares [22] Group 8 - Beimo High-tech plans to raise no more than 1.97 billion yuan through a private placement for various projects [23] - Hongri Pharmaceutical's injectable thymosin has passed the consistency evaluation for generic drugs [24] - Ningbo Fangzheng plans to acquire 20% equity in Anhui Fangzheng for 63.8 million yuan [25] Group 9 - Spring Airlines signed a purchase agreement for 30 Airbus A320neo aircraft, with a total price not exceeding 4.128 billion USD [26][27] - Oulu Tong's controlling shareholder plans to reduce holdings of up to 1.91% of the company's shares [28] - Tongli Technology plans to invest 86.7 million yuan to increase capital in Zhuerkang Technology [29] Group 10 - Ganfeng Lithium received a notice of prosecution for suspected insider trading, but operations remain normal [30] - ST Dongyi completed its capital increase plan and will resume trading [31] - Tianpu Co. clarified that it has no plans to engage in artificial intelligence-related business [32] Group 11 - ST Meigu's restructuring plan has been completed, and it will apply to lift the delisting risk warning [33] - Unigroup Guowei is planning to acquire controlling or full equity of Ruineng Semiconductor, with stock suspension announced [34] - Shengtong Energy's stock has been suspended for investigation due to significant price fluctuations [35][36] Group 12 - ST Sansheng applied to lift the delisting risk warning after completing its restructuring plan [37] - Yuekang Pharmaceutical submitted an application for H-share listing on the Hong Kong Stock Exchange [38] - Miaokelando's controlling shareholder plans to increase holdings of 2.55 million to 5.10 million shares [39] Group 13 - SMIC plans to acquire 49% equity in SMIC North for 40.601 billion yuan, aiming to enhance asset quality and business synergy [40]

Core Viewpoint - Sega Technology plans to acquire a 20% stake in Guangcai Xincheng (Zhejiang) Technology Co., Ltd. for a total price of 275 million yuan, with intentions for future controlling acquisition [2] Group 1: Transaction Details - The transaction consists of two parts: Sega Technology will invest 275 million yuan to subscribe to 10.0737 million yuan of new registered capital at a price of 27.2987 yuan per share, corresponding to a 13.2066% stake [2] - The remaining 6.7934% stake will be transferred from the founding shareholder Jiaxing Hetong Intelligent Technology Partnership (Limited Partnership) to Sega Technology for a total price of 1 yuan [2] - After the transaction, Sega Technology will hold a total registered capital of 15.2556 million yuan in Guangcai Xincheng, with a total valuation of 2.08229 billion yuan [2] Group 2: Financial Performance - Guangcai Xincheng has been operating at a loss, with net profits of -99.5057 million yuan in 2023, -81.6537 million yuan in 2024, and -288.5628 million yuan from January to September 2025 [3] - As of September 30, 2025, the company reported total assets of 592 million yuan, total liabilities of 178 million yuan, and total equity of 414 million yuan, resulting in a debt-to-asset ratio of 30.08% [3] Group 3: Performance Commitment - Jiaxing Hetong, as the performance guarantor, commits that Guangcai Xincheng will achieve a cumulative net profit of no less than 285 million yuan from 2026 to 2028 [4] - If the cumulative net profit does not meet the target, Jiaxing Hetong will compensate Sega Technology with shares, with a maximum compensation equal to all shares held by Sega Technology [5] Group 4: Strategic Outlook - Sega Technology views this investment as aligned with its strategic development plan, optimistic about the market prospects of the optical communication sector and Guangcai Xincheng's technological reserves and growth potential [5] - The investment is expected to leverage excess capacity and create complementary customer resources and synergies between the companies [5]

Important Matters - WISCO Development plans to acquire equity in WISCO Mining and Luzhong Mining, resulting in stock suspension [1] - Unisplendour intends to purchase equity or full ownership of Ruineng Semiconductor, leading to stock suspension [1] - Heng Rui Medicine's subsidiary received approval for clinical trials of HRS-6257 tablets, with no similar drugs approved in the domestic market [1] - Longpan Technology's subsidiary is reducing production on some lithium iron phosphate production lines for maintenance, a move echoed by several leading manufacturers in the industry [1] Investment Operations - Guoxin Technology has laid out plans for smart driving MCU chips and is developing a high-performance AI chip with 10,000 DMIPS [1] - Juneyao Airlines plans to purchase 25 Airbus A320 series aircraft for $4.1 billion [1] - Spring Airlines intends to buy 30 Airbus A320neo series aircraft, with a transaction amount not exceeding $4.128 billion [1] - Tsinghua Tongfang is making breakthroughs in the open-source HarmonyOS field for product and commercialization [1] - Guangzhou Port is investing 2.353 billion yuan in the intelligent transformation project of the Nansha Port International General Terminal [1] - International Composite Materials plans to invest 1.693 billion yuan to build a project with an annual production capacity of 36 million meters of high-frequency high-speed electronic fiber cloth [1] - State Power Investment Corporation's subsidiary is co-investing with CATL in the Dadu River Danba Hydropower Station project, with a total investment of 15.273 billion yuan [1] - Haisheng Pharmaceutical's invested company has completed the first subject enrollment in the Phase II clinical trial of the innovative drug NWRD06 injection, targeting a specific liver cancer marker [1] Contracts and Collaborations - Chinalco International signed overseas project contracts worth approximately 14 billion yuan [2] - Tianqi Lithium has completed a strategic cooperation with SQM and Codelco [2] - Roman Co., Ltd.'s subsidiary signed a 156 million yuan computing power service project contract [2] - China Duty Free Group's wholly-owned subsidiary signed a duty-free project contract at Beijing Capital International Airport [2] - Reascend Technology's high-silica fiber has begun commercial cooperation with a well-known international aerospace company for long-term product supply [2] - Macro Micro Technology signed a strategic cooperation agreement with a leading domestic transmission company, focusing on GaN power semiconductor devices [2] Capital Operations - Tianqi Co., Ltd. plans to raise no more than 977 million yuan through a private placement for the development of a robot embodiment intelligence system for the automotive industry [2] - SMIC's registered capital in SMIC Southern will increase to $10.077 billion; it plans to acquire 49% equity in SMIC Northern for 40.6 billion yuan [2] - Changan Automobile intends to raise no more than 6 billion yuan through a private placement [2] Share Buybacks - Kweichow Moutai's controlling shareholder, Moutai Group, has cumulatively increased its stake in the company by 3 billion yuan, completing the buyback plan [3] - AVIC Heavy Machinery has been supplying key forgings to several commercial rocket companies [3] - Huihan Co., Ltd. invested 68.25 million yuan to establish a private equity fund, specifically investing in a commercial aerospace company [3] - Sega Technology plans to increase its investment in optical module company Guangcai Xincheng by 275 million yuan to acquire a 20% stake [3]