证券代码：300227 证券简称：光韵达 公告编号：2025-063 深圳光韵达光电科技股份有限公司 2025年第四次临时股东大会决议公告 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 陈述或重大遗漏。 特别提示： 1、本次股东大会采取现场投票与网络投票相结合的表决方式； 2、本次股东大会不存在否决议案的情形； 3、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 1、现场会议召开时间：2025年7月25日（星期五）下午14:30。 2、网络投票时间：2025年7月25日，其中： ①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25日的交易时间，即 9:15—9:25，9:30—11:30和13:00—15:00； ②通过互联网投票系统投票的时间为：2025年7月25日（现场会议召开当日）9:15—15:00。 3、现场会议召开地点：深圳市南山区沙河街道高发社区侨香路金迪世纪大厦A栋12楼。 4、会议召集人：深圳光韵达光电科技股份有限公司董事会。 5、会议主持人：董事长程飞先生。 6、股东出席情况：出席会议的股东或授权代表共 564 人 ...

上海市锦天城（深圳）律师事务所 关于深圳光韵达光电科技股份有限公司 2025 年第四次临时股东会之 法律意见书 上海市锦天城（深圳）律师事务所 法律意见书 为出具本法律意见书，锦天城律师查阅了按规定需要查阅的文件以及锦天城 认为必须查阅的其他文件。在公司保证提供了锦天城为出具本法律意见书所要求 公司提供的原始书面材料、副本材料、复印材料、确认函或证明，提供给锦天城 的文件和材料是真实、准确、完整和有效的，并无任何隐瞒、虚假或重大遗漏之 处，且文件材料为副本或复印件的，其与原件一致和相符的基础上，锦天城对有 关事实进行了查证和确认。 本法律意见书仅供公司连同本次股东会决议公告予以公告之目的使用，非经 锦天城书面同意，不得用于其他任何目的。 上海市锦天城（深圳）律师事务所 关于深圳光韵达光电科技股份有限公司 2025 年第四次临时股东会之 法律意见书 致：深圳光韵达光电科技股份有限公司 深圳光韵达光电科技股份有限公司（以下简称"公司"）2025 年第四次临时 股东会（以下简称"本次股东会"）于 2025 年 7 月 25 日（星期五）召开。上海 市锦天城（深圳）律师事务所（以下简称"锦天城"）受公司委托，指派余苏 ...

Core Viewpoint - The recent acquisition announcement by Guangyun Da has attracted significant attention in the capital market, marking a strategic expansion into the communication equipment manufacturing sector and an extension of its previous merger and acquisition strategies [1] Group 1: Acquisition History and Strategy - From 2017 to 2022, Guangyun Da conducted three acquisitions to broaden its business lines, including the purchase of 100% of Shanghai Jindong Tang Technology Co., Ltd. for 221 million yuan, and a total of 434 million yuan for a 49% stake in Chengdu Tongyu Aviation Equipment Manufacturing Co., Ltd. [2] - The acquisitions have allowed Guangyun Da to establish a comprehensive laser-focused industrial chain, significantly enhancing its revenue scale and risk resistance, although the deeper effects of these mergers will take time to materialize due to global trade tensions and industry cycles [2][3] - The acquisition of Tongyu Aviation was pivotal for Guangyun Da's strategy to apply advanced laser and 3D printing technologies in the aerospace and military sectors, but the downturn in the aviation manufacturing industry has impacted its performance [3] Group 2: Globalization and Market Expansion - Guangyun Da's acquisition of Yilian Infinite represents a strategic shift towards overseas markets, aligning with the trend of A-share companies expanding internationally during the 14th Five-Year Plan period [4][5] - By 2024, 3,667 A-share companies reported overseas business income, accounting for 68% of total A-share companies, with total overseas revenue reaching 9.52 trillion yuan, a 56.58% increase from 2020 [4] - The acquisition is seen as a proactive step for Guangyun Da to diversify its business and mitigate risks associated with reliance on a single market, leveraging Yilian Infinite's established sales network in Europe, Asia-Pacific, South America, and the Middle East [6] Group 3: Financial Stability and Performance - The acquisition of Yilian Infinite is driven by its stable revenue and profit potential, with commitments of non-net profit of no less than 50 million yuan, 60 million yuan, and 70 million yuan over the next three years, providing Guangyun Da with a solid performance foundation [7] - This merger is viewed as a means to enhance Guangyun Da's revenue scale and net profit, creating a "moat" against risks in a tightening regulatory environment [7] - The acquisition is also seen as a critical step in Guangyun Da's transition from "Made in China" to "Global Intelligent Manufacturing," with sufficient cash reserves and a commitment from the controlling shareholder to support the global strategy [8]

Core Viewpoint - Guangyunda (光韵达) is seeking cross-border mergers and acquisitions to enter the communication equipment manufacturing sector after reporting its first loss in 14 years. The company plans to acquire 56.03% of Yilian Infinite Technology (亿联无限) for 352 million yuan, down from an initial intention to acquire 100% [2][9]. Financial Performance - Guangyunda reported a decline in net profit from 91.54 million yuan in 2021 to a loss of 27.37 million yuan in 2024, marking a continuous decline in profitability [9]. - Yilian Infinite's net profit dropped from 84.17 million yuan in 2022 to 28.67 million yuan in 2024, reflecting a significant decrease in performance [4][6]. Acquisition Details - The acquisition price for Yilian Infinite was set at 352 million yuan, with an overall valuation of 628 million yuan, which is significantly lower than its previous IPO valuation of 1.47 billion yuan [3][4]. - The decision to reduce the acquisition stake from 100% to 56.03% was made to lower financial costs and mitigate operational uncertainties associated with Yilian Infinite's declining performance [2][8]. Risks and Challenges - Yilian Infinite faces multiple risks, including a significant drop in performance post-IPO withdrawal and issues related to a second shareholder's legal troubles [7][8]. - The company also has to deal with potential financial penalties related to a land purchase that was intended for IPO fundraising but is now under negotiation for termination [7][8]. Strategic Intent - Guangyunda aims to leverage the acquisition to expand its presence in the electronic manufacturing supply chain and explore new profit growth opportunities in overseas markets [9]. - The company has previously engaged in two cross-border acquisitions, but the performance of those subsidiaries has not met expectations, indicating challenges in integrating new businesses [10].

Group 1 - The core point of the article highlights that Guangyun Da is attempting to enter the telecommunications equipment market by acquiring a controlling stake in Yilian Infinite, a company that has experienced a significant decline in performance after a failed IPO [1][2] - Guangyun Da plans to acquire 56.0299% of Yilian Infinite for 352 million yuan, with the total equity value of Yilian Infinite being 629 million yuan, reflecting a 290.56% increase over its book net assets [1][2] - Yilian Infinite's performance has drastically declined post-IPO failure, with 2024 revenue at 527 million yuan and net profit at 28.75 million yuan, which is only 34% of its 2022 net profit [1][2] Group 2 - Guangyun Da's main business revolves around laser technology, providing manufacturing services and smart manufacturing solutions for various industries, but it has faced continuous profit decline over the past three years [2] - The company's net profits for 2022, 2023, and 2024 were 80.07 million yuan, 56.82 million yuan, and -27.37 million yuan respectively, indicating a consistent downward trend [2] - Guangyun Da aims to leverage this acquisition to integrate its smart device manufacturing business within the electronic manufacturing supply chain and expand into overseas markets, seeking new profit growth points [3]

Group 1 - Shennong Development expects a net profit of 850 million to 950 million yuan for the first half of 2025, representing a year-on-year increase of 732.89% to 830.88% [1] - Sifang New Materials announced that its directors and senior executives collectively reduced their holdings by 80,000 shares, in line with a previously announced reduction plan [1] - Alliance Electronics plans to transfer 3.68% of its shares through a price inquiry, totaling 6.1869 million shares, due to the shareholders' funding needs [1][2] Group 2 - Yongtai Technology clarified that its patent for "a preparation method of lithium bis(fluorosulfonyl)imide" is still valid and has not been declared invalid [3] - Guibao Pet plans to invest 650 million yuan in building an intelligent warehousing and sorting center to enhance operational efficiency [4] - Deep Deep Housing A expects a net profit of 85 million to 120 million yuan for the first half of 2025, with a year-on-year increase of 1411.70% to 2034.17% [7] Group 3 - Shandong Steel anticipates a net profit of 12.71 million yuan for the first half of 2025, marking a turnaround from a loss of approximately 98.1 million yuan year-on-year [7] - Tangrenshen reported a June sales revenue of 698 million yuan from pig sales, a year-on-year increase of 26% [9] - Dongfang Zhongke plans to reduce its holdings by up to 3% of its shares due to the financial needs of a major shareholder [10] Group 4 - Weichuang Electric obtained six patents and two software copyrights between April 1 and June 30, 2025 [11] - Zhenai Home plans to reduce its holdings by up to 3% due to the financial needs of a major shareholder [13] - Xingwang Yuda's actual controller intends to reduce its holdings by up to 3% for personal financial needs [15] Group 5 - Guangyun Da intends to acquire 56.03% of Yilian Infinite for 352 million yuan, gaining control of the company [16] - Chao Tu Software's actual controller plans to reduce holdings by up to 2% due to personal financial needs [17] - Weixing Intelligent's actual controller plans to reduce holdings by up to 1.99% for personal financial needs [18] Group 6 - ST Dongshi is facing a bankruptcy reorganization application due to its inability to repay debts, with potential delisting risks if the court accepts the application [19][20] - Tongwei Co. plans to reduce its holdings by up to 1% due to personal financial needs [21] - Borui Pharmaceutical received approval for clinical trials of its drug for chronic obstructive pulmonary disease [22] Group 7 - Shuangwei New Materials announced progress in its control change plan, leading to the resumption of its stock trading [24] - Yunnei Power's stock is under risk warning due to false financial disclosures, with a name change to "ST Yun Dong" [26][28]

Key Points - Juhua Co., Ltd. expects a net profit of 1.97 billion to 2.13 billion yuan for the first half of 2025, representing a year-on-year increase of 136% to 155% [1] - The main reasons for the significant profit growth include the continuous recovery in the prices of fluorinated refrigerants and stable growth in production and sales of core products [2] - Haida Group anticipates a net profit of 2.5 billion to 2.8 billion yuan for the first half of 2025, reflecting a year-on-year increase of 17.64% to 31.76% [3][4] - Huagong Technology expects a net profit of 890 million to 950 million yuan for the first half of 2025, indicating a year-on-year growth of 42.43% to 52.03% [5][6] - Yun Aluminum Co., Ltd. forecasts a net profit of 2.7 billion to 2.8 billion yuan for the first half of 2025, showing a year-on-year increase of 7.19% to 11.16% [7][8] - Saint Farm anticipates a net profit of 850 million to 950 million yuan for the first half of 2025, representing a year-on-year increase of 732.89% to 830.88% [13] - Dinglong Co., Ltd. expects a net profit of 290 million to 320 million yuan for the first half of 2025, reflecting a year-on-year increase of 33.12% to 46.9% [14] - Yuxiu Capital forecasts a net profit of 1.473 billion to 1.575 billion yuan for the first half of 2025, indicating a year-on-year growth of 45% to 55% [15] - Haohua Technology expects a net profit of 590 million to 650 million yuan for the first half of 2025, representing a year-on-year increase of 59.30% to 75.50% [16] - Huace Navigation anticipates a net profit of 320 million to 335 million yuan for the first half of 2025, indicating a year-on-year growth of 27.37% to 33.34% [18] - Dajin Heavy Industry expects a net profit of 510 million to 570 million yuan for the first half of 2025, reflecting a year-on-year increase of 193.32% to 227.83% [20] - Shandong Steel anticipates a net profit of approximately 12.71 million yuan for the first half of 2025, marking a turnaround from loss to profit [22]

Core Viewpoint - The article summarizes important announcements from various listed companies in the Shanghai and Shenzhen stock markets, providing insights for investors regarding their operational status and significant developments. Group 1: Company Announcements - Jinshi Technology (002951) stated that it has not engaged in any business related to stablecoins and confirmed no undisclosed significant matters [3] - New Asia Electronics (605277) reported that revenue from its "lotus core structure" technology application is less than 3.31% of total revenue, and the technology has not yet been mass-produced [4] - New Zhonggang (605162) confirmed that its main business has not undergone significant changes and its operational status remains normal [6] - Zhuoyue New Energy (688196) plans to invest 700 million yuan in a bioenergy project in Thailand, which includes a biodiesel production line with an annual capacity of 300,000 tons [7] - Zhengfan Technology (688596) intends to acquire 62.23% of Han Jing Semiconductor, aiming to enhance its competitiveness in the semiconductor sector [8] - Alliance Electronics (688311) announced that five shareholders plan to transfer 3.68% of the company's shares through a pricing inquiry [9] - Xinpeng Co., Ltd. (002328) reported that its subsidiary's investment project has been listed on the STAR Market [10] - Bayi Shikong (688181) is expanding into edge computing services, partnering with China Broadcasting Network [12] - Dafu Technology (300134) plans to invest up to 100 million yuan in Anhui Yunta Electronics [14] - Jinchengzi (688291) noted that revenue from its laser 3D printing control systems will account for less than 2% of total revenue in 2024 [15] - Dazhi (601519) confirmed that its daily operations are normal and there are no significant changes [16] - Senlin Packaging (605500) clarified that its consumer packaging business currently represents a small portion of its overall operations [17] - Guangyunda (300227) intends to acquire 56.0299% of Yilian Unlimited for 352 million yuan [18] - Xinning Electric (301388) reported no significant changes in its operational environment [19] - Shangwei New Materials (688585) announced progress in its controlling shareholder's control change plan [20] - Yong'an Futures (600927) confirmed no undisclosed significant information [21] Group 2: Performance Reports - Jingji Zhino (000048) reported June sales of 176,400 pigs, generating revenue of 310 million yuan [23] - Kemin Foods (002661) noted a 111.22% year-on-year increase in June sales revenue from its subsidiary [24] - Lihua Co., Ltd. (300761) reported a 21.3% year-on-year decline in June chicken sales revenue [25] - Xiaoming Co., Ltd. (300967) experienced a 182.52% year-on-year increase in June chicken product sales revenue [26] - Tiankang Bio (002100) reported a 19.53% year-on-year decline in June pig sales revenue [27] - Shen Shen Fang A (000029) expects a net profit increase of 1411.7% to 2034.17% for the first half of the year [29] - Juhua Co., Ltd. (600160) anticipates a net profit increase of 136% to 155% for the first half of the year [30] - Jieshun Technology (002609) expects a net profit increase of 105.68% to 193.82% for the first half of the year [31] - Haopeng Technology (001283) forecasts a net profit increase of 228.03% to 271.77% for the first half of the year [32] - Dajin Heavy Industry (002487) expects a net profit increase of 193.32% to 227.83% for the first half of the year [33] - Huace Navigation (300627) anticipates a net profit increase of 27.37% to 33.34% for the first half of the year [34] - Yatai Co., Ltd. (002284) expects a net profit increase of 81.97% to 101.13% for the first half of the year [35] - Huagong Technology (000988) forecasts a net profit increase of 42.43% to 52.03% for the first half of the year [36] - Shangwei Co., Ltd. (603333) expects a net loss of 27 million to 35 million yuan for the first half of the year [37] Group 3: Major Contracts and Share Transactions - Hongyuan Green Energy (603185) signed a cooperation agreement with Jiangsu Shunfeng Photovoltaic Technology [38] - Pulite (002324) announced a procurement contract for a 30MWh sodium-ion battery energy storage system [40] - Hisense Home Appliances (000921) plans to increase its shareholding by 6.92 million to 13.86 million shares [41] - Yanpai Co., Ltd. (301081) intends to increase its shareholding by 17 million to 34 million yuan [42] - Yuanzu Co., Ltd. (603886) announced a plan to reduce its shareholding by up to 1% [43] - 吉祥航空 (603885) plans to reduce its shareholding by up to 1% [44] - Jin Domain Medical (603882) intends to reduce its shareholding by up to 1% [45] - Chao Tu Software (300036) announced plans for its controlling shareholder to reduce its shareholding by up to 2.01% [46] - Xintong Lian (603022) plans to reduce its shareholding by up to 3% [47] - Dongfang Zhongke (002819) intends to reduce its shareholding by up to 3% [48] - Shuo Beid (300322) plans to repurchase shares worth 20 million to 30 million yuan [49]

Group 1 - The core point of the news is that Guangyun Da has acquired a 56.03% stake in Yilian Wuxian Technology for 350 million yuan, marking its entry into the communication equipment manufacturing sector and supporting its global expansion strategy [1] - The acquisition aligns with the regulatory environment, as the China Securities Regulatory Commission is promoting mergers and acquisitions, particularly for technology companies, to enhance their global presence [2] - Yilian Wuxian, a high-tech company with recognized technology and global market potential, has committed to achieving specific profit targets from 2025 to 2027, providing a solid basis for the acquisition's valuation [3] Group 2 - Guangyun Da currently relies on the domestic market for over 90% of its revenue, and this acquisition will help diversify its business and establish a global operational framework [4] - The company has sufficient cash reserves, with 384 million yuan expected by the end of 2024, and has initiated a fundraising effort to support its liquidity, indicating strong confidence in its global strategy [4] - This acquisition is seen as a critical step for Guangyun Da in transitioning from "Made in China" to "Intelligent Manufacturing Globally," which is expected to enhance its risk resilience and profitability in the long term [4]

Capital Change - The company has approved a change in registered capital, increasing it from RMB 494.581391 million to RMB 544.111391 million [1][2] - The total number of shares has also increased from 494.581391 million to 544.111391 million shares, all of which are ordinary shares [1][2] Company Bylaws Revision - The company will revise its bylaws to reflect the changes in registered capital and total shares [1][2] - The revised bylaws will take effect upon approval by the shareholders' meeting and will be subject to final approval by the market supervision department [2]