湖南启元律师事务所 关于 亚光科技集团股份有限公司 2024年年度股东大会的 法律意见书 二〇二五年五月 湖南省长沙市芙蓉区建湘路 393 号世茂环球金融中心 63 层 410005 电话：（0731）82953-778 传真：（0731）82953-779 网站：www.qiyuan.com 湖南启元律师事务所 HUNAN QIYUAN LAW FIRM 湖南省长沙市芙蓉区建湘路 393 号 世茂环球金融中心 63 层 410005 Tel：(0731) 8295 3778 Fax：(0731) 8295 3779 http://www.qiyuan.com 湖南启元律师事务所 关于亚光科技集团股份有限公司 2024 年年度股东大会的法律意见书 （三）本所律师未授权任何单位或个人对本法律意见书作任何解释或说明。 为发表本法律意见，本所律师依法查验了公司提供的下列资料： 1、刊登在中国证券监督管理委员会（以下简称"中国证监会"）指定巨潮资 讯网站（http://www.cninfo.com.cn/）等媒体的与本次股东大会有关的通知等公告 事项； 2、出席会议的股东或其代理人的身份证明文件、持股证明文件、授权委 ...

Group 1: Company Overview and Strategic Focus - A光科技 has been a key supplier of military microwave circuits since its establishment in 1965, focusing on technological self-control and core technology enhancement, especially since the US-China trade war began in 2018 [3] - The company is actively developing domestic substitution capabilities and has been conducting research and development work with 100% self-control since 2020 [3] Group 2: Product Development and Market Opportunities - The company has made breakthroughs in GaAs and GaN RF chips, with GaAs MMICs now in mass production and GaN chips undergoing reliability verification for airborne and missile platforms [2] - The company’s GaAs RF front-end chips can be used in civilian communication, but current production capacity is prioritized for military products [2] Group 3: Production Capacity and Expansion Plans - During the 14th Five-Year Plan, the company undertook its largest capacity expansion, establishing automated production lines for TR components and upgrading microwave circuit production lines [5] - Current production capacity meets research and production needs, with potential for rapid increases through additional shifts if necessary [5] Group 4: Financial Performance and Challenges - The company reported a significant increase in orders year-on-year, with a notable rise in the order amount by the end of April [7] - The gross profit margin for military products is below 30%, with specific product margins varying: components and modules at approximately 20%, semiconductor discrete devices over 40%, and chip products exceeding 60% [10] Group 5: Inventory and Credit Management - The company has adjusted its bad debt provision for accounts receivable, increasing the provision for long-term receivables due to industry characteristics, with a total provision increase of 0.41 billion yuan [15] - Inventory impairment mainly arises from outdated yacht inventory, with over 90% impairment recorded from 2021 to 2024 [15] Group 6: Cash Flow and Financing Strategies - The company is experiencing significant cash flow pressure due to long payment cycles typical in the military industry, with operating cash flow recorded at 1.12 billion yuan in 2024 [16] - Measures to alleviate working capital pressure include enhancing communication with financial institutions, accelerating asset liquidation, and diversifying financing channels [16] Group 7: Future Outlook and Risks - The company anticipates a recovery in business operations by 2025, with a positive order situation compared to the previous year, suggesting a lower risk of goodwill impairment [12] - The company is exploring partnerships with large state-owned enterprises in the shipbuilding sector to enhance its operational capabilities [14]

证券代码：300123 证券简称：亚光科技 公告编号：2025-037 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、担保额度预计 亚光科技集团股份有限公司（以下简称"亚光科技"或"公司"）第五届董事会第二十次 会议、2023 年年度股东大会分别审议通过了《关于 2024 年度公司及子公司申请综合授信及有 关担保事项的议案》，为保证公司及子公司综合授信融资方案的顺利实施，同意公司对外提供 总额度不超过 16.36 亿元的连带责任担保（含子公司之间相互提供担保，含此前董事会已审批 且尚在有效期内的额度），具体内容详见公司分别于 2024 年 4 月 23 日、2024 年 5 月 23 日在巨 潮资讯网披露的《关于 2024 年度公司及子公司申请综合授信及有关担保事项的公告》《关于 2023 年年度股东大会决议的公告》等公告。 二、本次担保进展 近日，公司二级全资子公司广东宝达游艇制造有限公司（以下简称"广东宝达"）与珠海 农村商业银行股份有限公司高新支行（以下简称"珠海农商行"）签署《借款合同》，借款金额 为人民币 4,000 万元，借款期限为 2025 ...

Group 1 - The core viewpoint of the article highlights that Aiguang Technology has been focusing on independent and controllable development in the military electronics sector since 2020, with ongoing efforts in domestic substitution and verification of older products based on client requirements [2] - The company attributes its consecutive years of losses to three main factors: asset impairment in the shipbuilding sector, high financial costs and depreciation due to a heavy asset operation model, and delays in client procurement and delivery in the military electronics sector leading to lower-than-expected revenue and profit [2] - Aiguang Technology emphasizes its commitment to improving performance through focusing on military electronics, optimizing technical layout, enhancing order delivery efficiency, and revitalizing shipbuilding assets [2] Group 2 - In terms of accounts receivable management, the company notes that the military industry generally has a long payment cycle, but the client base is stable and poses manageable risks [2] - To enhance liquidity, Aiguang Technology has adjusted its bad debt provision policy and established a special team to strengthen collection efforts [2] - The company has achieved preliminary results in areas such as integrated circuit design and system-level packaging, with future focus on high-density integrated packaging, high-power MMIC, and GaN composite function technology to accelerate domestic substitution [3] Group 3 - Aiguang Technology currently has military electronics orders amounting to approximately 400 million yuan and plans to alleviate financial pressure through asset disposal and debt structure optimization, aiming for market breakthroughs by 2025 [3]

Core Viewpoint - The company held an annual performance briefing for 2024, addressing key issues such as operational status, financial challenges, and technological developments [1] Group 1: Financial Performance and Challenges - The company has faced continuous losses due to three main reasons: strategic adjustments in the shipbuilding sector leading to asset impairment, high debt and asset-heavy operations causing financial strain, and delays in customer procurement and delivery in the electronics sector resulting in revenue shortfalls and goodwill impairment from the acquisition of Chengdu Yaguang [2] - Accounts receivable issues were discussed, highlighting the long payment cycles in the military industry, with the company managing risks through adjustments in bad debt provisions and establishing special collection teams, resulting in an increase of 41 million yuan in credit impairment losses due to accounting estimate changes [2] - The company plans to improve liquidity by revitalizing existing assets, disposing of idle assets, restructuring debt, and expanding financing channels to address high fixed assets and interest-bearing liabilities [2] Group 2: Technological Development and Business Strategy - The company has achieved results in single-chip integrated circuit design and is focusing on three major technological directions, including high-density integrated packaging, to overcome critical technology challenges and promote domestic substitution [3] - The unmanned boat business has been developed since 2012, with products provided to multiple units across various fields, and the company aims to fulfill nearly 400 million yuan in production agreements while maintaining a focus on gross margin [3] - The company is actively disposing of assets, having recovered approximately 100 million yuan from asset sales, and continues discussions with the government regarding the disposal of certain assets in the Yuanjiang area [3]

Group 1: Financial Performance Issues - The company has experienced continuous losses primarily due to asset impairment in the shipbuilding sector, high financial costs, and underperformance in the electronics segment, leading to a goodwill impairment of CNY 4.24 billion in 2024 [2][6][12]. - The shipbuilding sector's high debt and asset-heavy operational model have significantly eroded profits [2][6]. - The electronics segment faced delays in customer procurement plans and product deliveries, resulting in lower-than-expected revenue and profitability [2][6][12]. Group 2: Accounts Receivable Management - The long accounts receivable cycle is a common characteristic in the military industry, with a significant portion coming from reputable military research institutes and factories, which mitigates bad debt risks [3][4]. - The company has adjusted its expected credit loss provisions for accounts receivable, increasing the provision for accounts over three years old, which resulted in an additional CNY 0.41 billion in credit impairment losses [3][4]. Group 3: Goodwill Impairment Concerns - The acquisition of Chengdu Yaguang was aimed at enhancing the company's industrial chain but has led to significant goodwill impairment due to various operational challenges [4][6]. - The company conducts annual goodwill impairment tests, confirming a CNY 12.15 billion impairment from 2021 to 2022 and CNY 4.24 billion in 2024 due to unmet revenue expectations [4][12]. Group 4: Liquidity and Debt Management - The company plans to accelerate the disposal of idle assets in the shipbuilding sector to improve liquidity and reduce interest-bearing debt [5][6]. - Strategies include enhancing the profitability of the military electronics sector, optimizing debt structure, and exploring diversified financing channels [5][6]. Group 5: Technological Development - The company has made progress in semiconductor technology, focusing on high-density integration packaging, high-power MMIC technology, and GaN technology [5][6]. - Continuous efforts are being made to overcome key technological challenges and promote domestic substitution processes [5][6]. Group 6: Market Confidence and Future Outlook - The management acknowledges the impact of external factors on stock performance, including macroeconomic conditions and investor sentiment [12][14]. - The company is committed to improving operational capabilities and enhancing shareholder value through strategic focus on core business areas [12][14].

Group 1 - The military industry sector is experiencing multiple positive developments, with significant activity in military stocks, particularly Chengfei Integration achieving a nine-day consecutive rise [1] - The Aerospace ETF (159227) showed a rebound with a 0.81% increase, and notable stocks such as Aerospace Rainbow hitting the daily limit and unmanned drones rising over 7% [1] - The China Securities Regulatory Commission released revised regulations on major asset restructuring for listed companies, which may significantly benefit restructuring stocks, particularly in the military sector [1] Group 2 - The National Aerospace Index, tracked by the Aerospace ETF, has a high concentration in core military companies, with the military industry accounting for 99.2% of the index [2] - The National Aerospace Index has a higher weight in aerospace and aviation equipment, with 73% compared to 40% in the CSI Military Index and 53% in the CSI Defense Index [2]

亚光科技：控股子公司签署2.96亿元备产协议 占最近一个会计年度营业收入的31.06% 智通财经5月16日电，亚光科技(300123.SZ)公告称，公司控股子公司成都亚光电子股份有限公司近日与 两家特殊机构客户签署科研生产任务器材的备产协议，预估总金额为2.96亿元，占公司最近一个会计年 度经审计的营业收入的31.06%。 ...

亚光科技：控股子公司与两家特殊机构客户签署备产协议 金十数据5月16日讯，亚光科技晚间公告，公司控股子公司成都亚光于近日与特殊机构客户1签订《产品 预估备产协议书》，预估总金额1.17亿元，与特殊机构客户2签订《产品预估备产协议书》，预估总金 额1.78亿元，协议标的均为科研生产任务器材。本次签署的两份协议总金额为2.96亿元，占公司最近一 个会计年度经审计的营业收入的31.06%。 ...

证券代码：300123 证券简称：亚光科技 公告编号：2025-036 亚光科技集团股份有限公司 特殊机构客户具有良好的信用，具备较强履约能力。特殊机构客户与公司不存在关联关 系。 关于控股子公司与两家特殊机构客户签署备产协议的公告 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。 特别提示： 1、本协议为备产协议，后续能否分批签署采购合同尚存在不确定性，且在合同履行过程 中如遇政策、市场环境等不可预计因素的影响，可能会导致合同无法如期或全面履行。敬请 广大投资者注意投资风险。 2、公司将根据协议实际履行情况以及相关会计准则确认收入，若协议在本年度以及未来 年度内实际履行并交付，预计将对公司经营业绩产生积极影响，最终的财务数据以公司定期 报告及审计机构审计结果为准。 一、合同签署概况 亚光科技集团股份有限公司（以下简称"亚光科技"或"公司"）控股子公司成都亚光 电子股份有限公司（以下简称"成都亚光"或"乙方"）于近日与特殊机构客户 1（以下简称 "客户 1"）签订《产品预估备产协议书》（以下简称"协议 1"），预估总金额 11,743.71 万元，与特殊机构客户 ...