天津嘉德恒时律师事务所 关于天津经纬辉开光电股份有限公司 2025 年第四次临时股东会的 法律意见书 中国·天津 地址：天津市南市大街与福安大街交口保利国际广场9层 电话：86-22-83865255 传真：86-22-83865266 天津嘉德恒时律师事务所 法律意见书 天津嘉德恒时律师事务所 关于天津经纬辉开光电股份有限公司 2025 年第四次临时股东会的 法律意见书 致：天津经纬辉开光电股份有限公司 天津嘉德恒时律师事务所（以下简称"本所"）接受天津经纬辉开光电股份 有限公司（以下简称"公司"）的委托，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》"）、 中国证券监督管理委员会（以下简称"中国证监会"）颁布的《上市公司股东会 规则》（以下简称"《股东会规则》"）等现行有效的法律、行政法规和规范性 文件以及现行有效的《天津经纬辉开光电股份有限公司章程》（以下简称"《公 司章程》"）的规定，指派律师出席了公司 2025 年第四次临时股东会（以下简 称"本次股东会"），并就本次股东会相关事项出具本法律意见书。 本法律意见书仅就本次股东会的召集和召开程序 ...

Core Viewpoint - Tianjin Jingwei Huikai Optoelectronics Co., Ltd. announced the first-instance judgment regarding a share transfer dispute, ruling that agreements with Noxinyuan are ineffective, and requiring the release of related share pledges [1][2]. Group 1: Legal Proceedings - The court ruled that the share transfer contract, pledge contract, voting rights entrustment agreement, and concerted action agreement signed between Jingwei Huikai and Noxinyuan are ineffective [1]. - The court ordered the parties to complete the release of the 5.7642% equity pledge held by Noxinyuan in Nox (Tianjin) Micro Systems Co., Ltd. within ten days of the judgment [1]. - The plaintiff, Zhang Guanjie, had other claims dismissed by the court [1]. Group 2: Financial Impact - Jingwei Huikai stated that the judgment will not adversely affect the company's current or future profits due to the non-fulfillment of payment obligations related to the share transfer [2]. - The case acceptance fee of 11,000 yuan was primarily borne by the plaintiff, with minimal costs shared by the defendants [2]. Group 3: Company Status - As of the announcement date, Jingwei Huikai and its subsidiaries do not have any other significant undisclosed litigation or arbitration matters [3].

证券代码：300120 证券简称：经纬辉开 公告编号：2025-53 天津经纬辉开光电股份有限公司 关于诉讼事项的进展公告 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。 一、诉讼事项的基本情况 天津自由贸易试验区人民法院于 2025 年 7 月 30 日立案受理张冠杰与天津诺 信源企业管理咨询合伙企业（有限合伙）（以下简称"诺信源"）、庞慰、天津 经纬辉开光电股份有限公司及第三人诺思（天津）微系统有限责任公司纠纷一案， 案号为(2025) 津 0319 民初 20051 号。2025 年 8 月 5 日，公司收到天津自由贸 易试验区人民法院出具的应诉通知书等法律文书。 具体事项详见公司在中国证监会指定创业板信息披露网站巨潮资讯网，于 2025 年 8 月 6 日披露的《关于公司涉及诉讼的公告 》（公告编号：2025-29）。 二、诉讼事项的进展情况 近日，公司诉讼代理人收到天津自由贸易试验区人民法院出具的(2025)津 0319 民初 20051 号民事判决书，判决如下： "1、确认被告天津诺信源企业管理咨询合伙企业(有限合伙) 与被告天津经 纬辉开光电股份 ...

Core Viewpoint - Jingwei Huirun, established in March 1999 and listed on the Shenzhen Stock Exchange in September 2010, focuses on liquid crystal displays and electromagnetic wires, possessing a full industry chain advantage in R&D and production [1] Group 1: Business Performance - In Q3 2025, Jingwei Huirun reported revenue of 1.915 billion, ranking 17th among 38 companies in the industry, while the industry leader BOE Technology had revenue of 154.548 billion [2] - The net profit for the same period was -9.2705 million, placing the company 29th in the industry, with the top performer BOE Technology reporting a net profit of 4.405 billion [2] Group 2: Financial Ratios - As of Q3 2025, Jingwei Huirun's debt-to-asset ratio was 35.58%, slightly up from 35.09% year-on-year, which is lower than the industry average of 45.77%, indicating good solvency [3] - The gross profit margin for the same period was 14.50%, an increase from 11.94% year-on-year, but still slightly below the industry average of 14.89% [3] Group 3: Executive Compensation - Chairman and General Manager Chen Jianbo's salary increased from 2.6668 million in 2023 to 3.1094 million in 2024, an increase of 442,600 [4] Group 4: Shareholder Information - As of September 30, 2025, the number of A-share shareholders decreased by 11.27% to 43,800, while the average number of circulating A-shares held per account increased by 12.70% to 12,000 [5]

Core Viewpoint - The stock of Tianjin Jingwei Huirun Optoelectronics Co., Ltd. has shown fluctuations in trading performance, with a recent increase of 2.12% and a year-to-date increase of 8.82%, despite a decline in revenue and net profit for the first nine months of 2025 [1][2]. Financial Performance - As of September 30, 2025, the company reported a revenue of 1.915 billion yuan, a year-on-year decrease of 26.90% [2]. - The net profit attributable to shareholders was -9.267 million yuan, reflecting a year-on-year decrease of 114.11% [2]. - The company has cumulatively distributed 301 million yuan in dividends since its A-share listing, with 28.72 million yuan distributed over the past three years [3]. Stock Market Activity - The stock price reached 10.12 yuan per share with a trading volume of 264 million yuan and a turnover rate of 5.04% [1]. - The stock has experienced a 4.71% decline over the last five trading days and a 4.08% decline over the last 20 days, while showing a 15.79% increase over the last 60 days [1]. - The company has appeared on the "Dragon and Tiger List" once this year, with a net purchase of 127 million yuan on October 20 [1]. Shareholder Information - As of September 30, 2025, the number of shareholders was 43,800, a decrease of 11.27% from the previous period, with an average of 12,041 circulating shares per person, an increase of 12.70% [2]. - Hong Kong Central Clearing Limited is the eighth largest circulating shareholder, holding 2.9249 million shares as a new shareholder [3]. Business Overview - The company, established on March 1, 1999, and listed on September 17, 2010, specializes in the research, production, and sales of LCD displays, touch display modules, electromagnetic wires, and reactors [2]. - The main revenue sources include copper products (39.90%), LCD display modules (21.49%), and touch display modules (20.56%) [2]. - The company operates within the electronics sector, specifically in the optical optoelectronics and panel industry, and is involved in various concept sectors such as DC transmission and smart grids [2].

Core Insights - A total of 490 stocks in the Shanghai and Shenzhen markets have experienced net outflows of main funds for five consecutive days or more as of October 29 [1] - The stock with the longest continuous net outflow is Zhongju Gaoxin, with 31 days of outflows, followed by Hengshen New Materials with 21 days [1] - The largest total net outflow amount is from China Merchants Bank, with a cumulative outflow of 3.093 billion yuan over 12 days [1] Group 1: Stocks with Longest Net Outflows - Zhongju Gaoxin has seen net outflows for 31 days, with a total outflow of 559 million yuan and a cumulative decline of 6.91% [1] - Hengshen New Materials has recorded net outflows for 21 days, totaling 197 million yuan, with a decline of 9.80% [3] - China Merchants Bank has the highest net outflow amount of 3.093 billion yuan over 12 days, with a net outflow ratio of 6.98% and a cumulative increase of 1.65% [1] Group 2: Other Notable Stocks - Guotai Junan has experienced net outflows for 10 days, amounting to 1.877 billion yuan, with a net outflow ratio of 7.89% and a cumulative increase of 2.70% [1] - Shengbang Co. has seen net outflows for 12 days, totaling 1.826 billion yuan, with a net outflow ratio of 9.52% and a cumulative decline of 10.65% [1] - Huajian Group has recorded net outflows for 6 days, with a total outflow of 1.713 billion yuan and a significant decline of 40.29% [1] Group 3: Stocks with Significant Outflow Ratios - Jianan Intelligent has the highest net outflow ratio at 14.74%, with a decline of 2.98% over the past 5 days [1] - Other notable stocks with high outflow ratios include Huayi Development at 11.91% and Pianzaihuang at 11.84% [1] - The overall trend indicates a significant outflow of funds from various sectors, reflecting investor sentiment and market conditions [1]

Core Viewpoint - The report indicates a decline in institutional ownership in Jingwei Huikai, with a total of 36.39 million shares held by three institutional investors, representing 6.33% of the total share capital, down by 1.93 percentage points from the previous quarter [1] Institutional Ownership - As of October 28, 2025, three institutional investors disclosed their holdings in Jingwei Huikai, totaling 36.39 million shares, which is 6.33% of the company's total share capital [1] - The institutional investors include Tibet Qingya Enterprise Management Partnership, Yongzhou Hengda Weiye Commercial Investment Management, and Hong Kong Central Clearing Limited [1] - The institutional ownership percentage decreased by 1.93 percentage points compared to the previous quarter [1] Public Fund Participation - In the current period, 19 public funds were not disclosed compared to the previous quarter, including Zhongzheng 2000, Huaxia Panyi One-Year Open Mixed Fund, Huaxia Panrui One-Year Open Mixed Fund A, Southern Zhongzheng 2000 ETF, and GF Guozheng 2000 ETF [1] Foreign Investment Attitude - One new foreign institutional investor disclosed its holdings this quarter, which is Hong Kong Central Clearing Limited [1]

Core Viewpoint - The company reported a significant decline in revenue and incurred a net loss in the first three quarters of 2025 compared to the previous year [1] Financial Performance - The company's operating revenue for the first three quarters was 1.915 billion yuan, representing a year-on-year decrease of 26.90% [1] - The net loss attributable to shareholders of the listed company was 9.267 million yuan [1] - The net loss attributable to shareholders after deducting non-recurring gains and losses was 2.1418 million yuan [1] - The basic loss per share was 0.0161 yuan [1]

Group 1 - The core viewpoint of the article highlights the financial performance of Jingwei Huikai, which reported a significant decline in revenue and a net loss for the third quarter of 2025 [1] - The company's revenue for the first three quarters of 2025 was approximately 1.915 billion yuan, representing a year-on-year decrease of 26.9% [1] - The net profit attributable to shareholders was a loss of approximately 9.27 million yuan, with basic earnings per share reflecting a loss of 0.0161 yuan [1] Group 2 - As of the report, Jingwei Huikai's market capitalization stands at 5.9 billion yuan [1] - The article also notes a broader market context, mentioning that the A-share market has surpassed 4,000 points, indicating a resurgence after a decade of stagnation, with technology leading the market's transformation [1]

Revenue and Profitability - Revenue for Q3 2025 was CNY 640,255,897.43, a decrease of 37.34% compared to the same period last year[3] - Net profit attributable to shareholders was a loss of CNY 23,345,266.61, representing a decline of 233.36% year-over-year[3] - Basic and diluted earnings per share were both CNY -0.0406, down 233.34% from the previous year[3] - Total operating revenue for the current period is ¥1,915,180,012.09, a decrease of 27% from ¥2,619,980,221.17 in the previous period[24] - Net profit for the current period is a loss of ¥9,270,542.34, compared to a profit of ¥65,692,152.96 in the previous period, indicating a significant decline in profitability[25] - Basic and diluted earnings per share for the current period are both -¥0.0161, compared to ¥0.1144 in the previous period, reflecting a downturn in earnings[26] - The total comprehensive income for the current period is -¥1,900,056.03, down from ¥56,758,521.64 in the previous period, indicating overall financial challenges[26] Cash Flow - The net cash flow from operating activities increased by 203.49% year-to-date, totaling CNY 164,261,529.34[3] - The net cash flow from operating activities is ¥164,261,529.34, an increase from ¥54,124,332.79 in the previous period, showing improved cash generation[27] - The net cash inflow from investment activities was $45,129,283, compared to a net outflow of $30,446,613 in the previous period, indicating a significant improvement[28] - Cash inflow from financing activities totaled $899,768,204.56, while cash outflow was $1,084,862,786.73, resulting in a net cash outflow of $185,094,582.17[28] - The cash and cash equivalents at the end of the period amounted to $714,635,854.82, an increase from $688,301,356.13 at the beginning of the period[28] - The company reported a cash inflow from the disposal of subsidiaries and other business units of $112,036,800[28] - The cash outflow for the acquisition of fixed assets, intangible assets, and other long-term assets was $17,013,637.84, down from $42,035,424.01 in the previous period[28] - The total cash inflow from investment activities was $132,679,392.97, compared to $40,749,940.00 in the previous period[28] Assets and Liabilities - Total assets at the end of the reporting period were CNY 4,640,308,749.59, an increase of 2.52% from the end of the previous year[3] - Current assets amounted to CNY 2,678,469,835.64, up from CNY 2,475,258,539.89 at the start of the period, indicating a growth of approximately 8.2%[20] - The company's cash and cash equivalents decreased to CNY 775,424,089.25 from CNY 836,415,865.09, reflecting a decline of about 7.3%[19] - Accounts receivable increased significantly to CNY 848,312,495.76 from CNY 686,876,317.29, representing a growth of approximately 23.5%[19] - Inventory levels rose to CNY 774,970,428.86 from CNY 696,824,317.82, marking an increase of about 11.2%[20] - Total liabilities increased to CNY 1,651,064,133.49 from CNY 1,540,583,142.59, reflecting a rise of approximately 7.2%[21] - The company’s long-term investments decreased to CNY 166,247,388.84 from CNY 176,872,082.01, indicating a decline of about 6.5%[20] - Short-term borrowings slightly decreased to CNY 530,194,693.90 from CNY 539,339,946.00, a reduction of approximately 1.9%[21] - The company’s total equity remains stable at CNY 574,393,929.00, unchanged from the previous period[21] Research and Development - Research and development expenses increased to ¥63,105,613.65 from ¥59,176,610.20, highlighting continued investment in innovation[24] Other Financial Metrics - The company reported a 184.23% increase in credit asset losses compared to the same period last year[12] - The company experienced a 100% decrease in asset impairment losses compared to the previous year[12] - Other comprehensive income after tax for the current period is ¥7,370,486.31, compared to a loss of ¥8,933,631.32 in the previous period, indicating a recovery in this area[25] - The company did not undergo an audit for the third quarter financial report[29] - The company will implement new accounting standards starting from 2025[30]