Group 1 - The company plans to acquire 100% of Dongguan Changyi Optoelectronics Co., Ltd. by issuing shares to 12 counterparties, while also raising supporting funds from up to 35 qualified investors [1][2] - The transaction is expected to constitute a related party transaction but is not anticipated to be a major asset restructuring or restructuring listing [2] - As of the announcement date, the company is actively progressing with the transaction, including audits, evaluations, and due diligence, and will continue to coordinate with relevant parties to finalize transaction details [3] Group 2 - The company’s stock was suspended from trading starting May 20, 2025, and resumed trading on June 4, 2025, following the disclosure of the transaction plan [2][3] - The company has engaged relevant intermediary institutions to ensure compliance with legal and regulatory requirements throughout the transaction process [3]

证券代码：300691 证券简称：联合光电 公告编号：2025-034 中山联合光电科技股份有限公司 关于披露发行股份购买资产并募集配套 资金暨关联交易预案后的进展公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、误导性陈 述或者重大遗漏。 特别提示： 1、中山联合光电科技股份有限公司（以下简称"公司"）于2025年6月4日 披露《发行股份购买资产并募集配套资金暨关联交易预案》及摘要中，已对本 次交易涉及的有关风险因素及尚需履行的审批程序进行了详细说明，敬请广大 投资者关注后续进展公告并注意投资风险。 2、自本次交易预案披露以来，公司及交易相关方积极推进本次交易的相关 工作。截至本公告披露日，本次交易相关方尚需就交易细节进一步沟通商讨， 除已披露的风险因素外，公司尚未发现可能导致公司董事会或者交易对方撤销、 中止本次交易或者对本次交易方案作出实质性变更的相关事项，公司将继续积 极推进本次交易，并根据中国证监会和深圳证券交易所的相关规定及时履行本 次交易的后续审批和信息披露程序。 2 一、本次交易的基本情况 公司拟通过发行股份方式购买王锦平、殷海明、殷锦华、赖成勇、廖公仆、 石建宁、深圳市 ...

Industry Overview - The film and television recording equipment industry has undergone significant transformation, evolving from traditional devices to high-definition Blu-ray players, smart TV boxes, and online streaming devices to meet diverse consumer demands for high-quality audio-visual experiences [1][13] - The market size of China's film and television recording equipment is projected to grow from 337.635 billion yuan in 2015 to 616.448 billion yuan in 2024, with a compound annual growth rate (CAGR) of 6.92% [1][13] - Future developments in the industry are expected to focus on higher resolution, better sound quality, smarter features, and more convenient usage, alongside innovations driven by virtual reality (VR) and augmented reality (AR) technologies [1][13] Industry Policies - The Chinese government has implemented various supportive policies to foster the development of the film and television equipment industry, including financial support for new production bases and technology upgrades [6][8] - Specific measures include a one-time subsidy of up to 20 million yuan for new film production bases and 10 million yuan for technology trials and applications [6][8] Industry Chain - The industry chain consists of upstream raw materials and components supply, midstream production and manufacturing, and downstream applications in film, photography, home entertainment, education, security monitoring, and live streaming [9] Key Enterprises - Major companies in the Chinese film and television recording equipment sector include Woge Optoelectronics, Chunzong Technology, Jiulian Technology, and others, with a focus on niche markets and technological innovation [2][17] - The competitive landscape is characterized by a mix of foreign dominance in high-end markets and the rise of domestic players, with ongoing efforts to close the technology gap [14][17] Development Trends - The industry is moving towards high-performance and intelligent equipment, with innovations in imaging capture and processing capabilities, such as 8K ultra-high definition and AI-enhanced image quality [23] - Emerging application scenarios, including short video creation and live streaming, are driving demand for lightweight and highly mobile equipment [24] - User experience is becoming a core selling point, with simplified interfaces and natural interaction methods like voice control gaining traction [25]

Group 1 - The opening of the Shenzhen-Zhongshan Corridor has significantly improved transportation efficiency, reducing travel time between Shenzhen and Zhongshan from over 2 hours to under 30 minutes, facilitating the flow of technology and capital in the Guangdong-Hong Kong-Macao Greater Bay Area [1] - TCL Technology has established its air conditioning division in Zhongshan, supported by local industrial resources, with projected production value exceeding 20 billion yuan in 2024, marking a year-on-year growth of over 30% [2] - Jiangbolong Electronics has set up a production base in Zhongshan, enhancing its operational capabilities and achieving a "half-hour connectivity" with its Shenzhen headquarters [2] Group 2 - The Shenzhen-Zhongshan Corridor serves as a bridge for 29 A-share listed companies in Zhongshan, providing broader market opportunities and closer integration with Shenzhen's industrial chain and innovation resources [3] - Companies like Guangdong Yidun Electronics are leveraging the corridor to strengthen their market position in the printed circuit board industry, focusing on automotive electronics and new energy sectors [3] - The corridor has enabled companies such as Huayi and Zhongshan United Optoelectronics to enhance their collaboration with Shenzhen firms, optimizing their production and R&D processes [3][4] Group 3 - The corridor promotes industrial collaboration, allowing Shenzhen to focus on high-end R&D while Zhongshan consolidates its manufacturing advantages, creating a clearly defined and collaborative industrial landscape [4]

Core Viewpoint - The company plans to acquire 100% of Dongguan Changyi Optoelectronics Co., Ltd. through a share issuance, aiming to enhance its product matrix in the high-end zoom and mid-to-low-end fixed-focus lens sectors [1] Group 1: Acquisition Details - The acquisition involves issuing shares to specific investors to raise matching funds, with the transaction price yet to be finalized due to incomplete auditing and evaluation [1] - Upon completion, Changyi Optoelectronics will become a wholly-owned subsidiary of the company, contributing to a diversified product offering [1] Group 2: Financial Performance - The company's projected revenue for 2024 is 1.88 billion yuan, a 14% increase year-on-year, but net profit is expected to decline by 40% to 38.56 million yuan [1] - The operating cash flow has significantly decreased from 193 million yuan in 2023 to 15.67 million yuan in 2024, marking a 91.87% drop [1] - In Q1 2025, the company continues to face losses of 23.98 million yuan, indicating ongoing cash flow pressures [1] Group 3: Target Company Performance - Changyi Optoelectronics reported a revenue of 244 million yuan in 2023, with a net loss of 50.93 million yuan, but is projected to achieve a revenue of 560 million yuan in 2024 with a net profit of 6.09 million yuan, reflecting a net profit margin of only 1.09% [1] - The target company is heavily reliant on a single major customer, Sunny Optical, which accounts for over 50% of its revenue, posing a significant risk [1] Group 4: Financing and Strategic Considerations - The company has exhibited a pattern of "high-frequency, low-efficiency" financing, with a previous fundraising of 467 million yuan for a smart wearable project that has faced delays [2] - The success of the acquisition is critical not only for the company's strategic positioning but also for its risk management and resource integration capabilities [2] - Key performance indicators to monitor include the quarterly net profit of Changyi Optoelectronics, monthly shipment stability of AR/VR products, and the gross margin improvement of automotive lenses [2]

Core Viewpoint - The company, United Optics, is expanding its optical lens business by acquiring 100% of Dongguan Changyi Optoelectronics Co., Ltd. through a combination of share issuance and cash payment, aiming to enhance its capabilities in innovative sectors such as smart driving, new displays, and artificial intelligence [1][2][3]. Group 1: Acquisition Details - United Optics plans to acquire Changyi Optoelectronics, which specializes in the research, production, and sales of optical lenses and precision optical components, with major clients including Sunny Optical and TP-Link [2]. - Changyi Optoelectronics has committed to achieving non-net profit targets of no less than 150 million yuan, 180 million yuan, and 220 million yuan for the years 2025 to 2027, totaling at least 550 million yuan over three years [2][3]. Group 2: Financial Performance - In 2022, United Optics reported a revenue of 1.505 billion yuan, a decrease of 7.99% year-on-year, with net profit and non-net profit declining by 24.72% and 41.6%, respectively [4]. - For 2023, the company achieved a revenue of 1.647 billion yuan, a year-on-year increase of 9.47%, with net profit rising by 15.01% to 64.29 million yuan [4]. - In the first quarter of 2025, United Optics reported a revenue of 369 million yuan, a decline of 3.54% year-on-year, and a net loss of 23.99 million yuan [5]. Group 3: R&D and Innovation - United Optics has significantly increased its R&D investment, with expenditures from 2020 to 2024 totaling 813 million yuan, and a 28.03% increase in Q1 2025 R&D spending to 63 million yuan [6]. - The company is expanding production capacity, with new production lines for AR/VR modules and automotive lenses, aiming for a production capacity of 30 million units per year by 2025 [6]. - The company has seen substantial growth in its innovative sectors, with AR/VR product revenue increasing by approximately 41% and automotive electronic product output rising by over 50% year-on-year [6].

Core Viewpoint - The company, United Optoelectronics, plans to acquire 100% of Dongguan Changyi Optoelectronics through a share issuance and raise matching funds from specific investors, with the stock resuming trading today [1][2]. Group 1: Transaction Details - The share issuance will involve 12 specific investors, with a price set at 16.18 yuan per share, which is at least 80% of the average trading price over the last 20 trading days [2]. - The total amount of matching funds raised will not exceed 100% of the asset purchase price, and the number of shares issued will not exceed 30% of the company's total share capital prior to the issuance [2][3]. - The funds raised will be used for tax payments, intermediary fees, project construction, and to supplement working capital or repay debts, with a maximum of 25% of the transaction price or 50% of the total raised funds allocated for working capital or debt repayment [3]. Group 2: Financial Performance of Target Company - The financial performance of Changyi Optoelectronics shows revenues of 244.17 million yuan, 559.73 million yuan, and 132.85 million yuan for the years 2023 to Q1 2025, with net profits of -50.93 million yuan, 6.10 million yuan, and 7.18 million yuan respectively [5]. Group 3: Control and Governance - Prior to the transaction, there is no existing relationship between the trading parties and the company. However, a voting rights delegation agreement has been signed, indicating a potential future alignment of interests [4]. - The actual controller of the company has not changed due to this transaction, and it does not constitute a major asset restructuring as per regulatory guidelines [5].

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6月4日，联合光电(300691)股票迎来复牌。在此之前，公司披露的公告显示，拟通过发行股份的方式收 购长益光电100%股份并募集配套资金，本次交易预计不构成重大资产重组。 从行业角度来看，此次并购属于横向并购，联合光电是一家集光成像、光显示、光感知为核心技术的专 业镜头、光电产品的制造商及光学系统解决方案提供商，而长益光电则致力于光学镜头及光学精密零部 件产品的研发、生产和销售，双方同属光学镜头行业。 针对此次同行业内的整合并购，证券时报记者相继采访了联合光电实际控制人、副董事长、总经理邱盛 平，和长益光电实际控制人之一、董事、总经理殷海明，分别从并购两方的角度解读此次并购带来的意 义。 对于收购标的长益光电，邱盛平赞不绝口："长益光电的创始人和管理团队在光电镜头行业精耕细作了 十几年，有着丰富深厚的行业经验。长益光电在镜头产品的精益加工制造和成本管控能力上有突出的优 势，在泛安防镜头和手机镜头领域覆盖了一批行业头部客户，形成了较好的市场竞争力和市场规模。整 体来说，长益光电的质地和运营都比较成熟，比较契合公司产业链横向拓展的战略。" 在交流中，邱盛平格外重视泛安防市场的发展潜力。根据TSR的行业报告，未来 ...

Group 1 - The core transaction involves United Optics acquiring 100% equity of Dongguan Changyi Optoelectronics through a share issuance priced at 16.18 CNY per share, which is approximately 9.7% lower than the latest closing price of 17.91 CNY [1] - The acquisition is expected to enhance United Optics' manufacturing capabilities and cost control, thereby increasing market share and sustainable profitability [2] - Changyi Optoelectronics has a strong customer base, with major clients including Sunny Optical, TP-Link, and others, and it generated revenues of 2.44 billion CNY in 2023 [2] Group 2 - The security monitoring sector is projected to maintain stable growth, with consumer-oriented security products being key drivers of market expansion [3] - United Optics plans to leverage Changyi Optoelectronics' existing competitive edge in the consumer security lens market to broaden its product line and better meet customer demands [3] - In addition to focusing on optical lenses, United Optics has been expanding into new display and smart driving sectors, achieving significant growth in AR/VR product revenues and automotive electronics production capacity [3]