Core Viewpoint - Dongguan Yutong Optical Technology Co., Ltd. has proposed a 2025 Restricted Stock Incentive Plan aimed at attracting and retaining talent, aligning the interests of shareholders, the company, and employees for long-term development [1][2]. Summary by Sections Incentive Plan Overview - The plan is based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The incentive tool used is restricted stock, specifically the second type of restricted stock, issued to selected incentive objects [1][2]. Granting Conditions and Participants - A total of 3,869,000 shares are proposed for grant, representing approximately 1.0342% of the company's total share capital of 374,118,981 shares [2][3]. - The plan targets up to 364 participants, including directors, senior management, and core technical and business personnel, excluding independent directors and major shareholders [2][11]. Stock Price and Vesting Period - The grant price for the restricted stock is set at 13.66 yuan per share [3][18]. - The plan's validity lasts from the grant date until all shares are vested or become void, with a maximum duration of 60 months [3][15]. Performance and Vesting Conditions - Vesting is contingent upon meeting specific performance targets over three years, with annual assessments based on revenue and net profit growth rates [19][21]. - The performance targets for the first year require a minimum revenue growth of 20%, increasing to 30% and 40% in subsequent years [20][21]. Management and Approval Process - The plan requires approval from the company's shareholders and must be managed by the board of directors, with a dedicated compensation and assessment committee overseeing its implementation [9][30]. - The plan must be publicly disclosed and the list of incentive objects must be announced prior to the shareholder meeting [12][30]. Adjustments and Accounting Treatment - Adjustments to the number of shares and grant price may occur due to corporate actions such as stock splits or dividends [24][25]. - The accounting treatment for the incentive plan will follow relevant accounting standards, with costs recognized over the vesting period [26][28].

Summary of Key Points Core Viewpoint - Dongguan Yutong Optical Technology Co., Ltd. has implemented a restricted stock incentive plan aimed at motivating core technical and business personnel, with a total of 3,869,000 shares allocated, representing 1.034% of the company's total equity [1]. Group 1: Incentive Plan Details - The plan includes a total of 3,869,000 shares granted to 358 individuals, with the largest allocation of 752,000 shares going to Xu Yujie, a core technical and business personnel, accounting for 19.44% of the total incentive shares [1]. - The total number of shares involved in the incentive plan does not exceed 20% of the company's total equity at the time of the plan's submission for shareholder approval [1]. - None of the recipients of the incentive plan, including Xu Yujie, hold more than 1% of the company's total equity through this plan [1]. Group 2: Exclusions from the Plan - The incentive plan does not include independent directors, shareholders holding 5% or more of the company's shares, the actual controller of the company, and their immediate family members [1]. - The list of core technical and business personnel eligible for the incentive plan is provided, but specific names and positions are not detailed in the document [1].

Core Viewpoint - Dongguan Yutong Optical Technology Co., Ltd. is implementing a restricted stock incentive plan for 2025 to attract and retain talent, aligning the interests of shareholders, the company, and employees for long-term development [7][28]. Group 1: Company Overview - Dongguan Yutong Optical Technology Co., Ltd. was established as a joint-stock company in December 2015 and is listed on the Shenzhen Stock Exchange with the stock code "300790" [6]. - The company specializes in the research, production, processing, and sales of optical lenses, instruments, and components [6]. Group 2: Incentive Plan Details - The incentive plan aims to establish a long-term incentive mechanism, motivating employees and ensuring their contributions align with company goals [7][28]. - The plan includes a total of 15 chapters covering objectives, management, stock sources, grant conditions, and dispute resolution mechanisms [7][28]. Group 3: Eligibility and Scope - The incentive plan targets up to 364 individuals, including directors, senior management, core technical and business personnel, excluding independent directors and major shareholders [9][10]. - The plan specifies that the incentive objects must not have been deemed inappropriate by regulatory bodies in the past 12 months [10][19]. Group 4: Stock Details - The plan involves granting a total of 3,869,000 restricted stocks, representing 1.034% of the company's total share capital, with no individual receiving more than 1% [11][13]. - The grant price for the restricted stocks is set at 13.66 yuan per share, which is compliant with regulatory pricing requirements [17][18]. Group 5: Performance Conditions - The performance assessment for stock vesting is based on revenue growth targets, with specific annual growth rates set for 2025, 2026, and 2027 [20][21]. - The company must meet certain financial conditions to grant stocks, including no negative audit opinions in the previous fiscal year [18][19]. Group 6: Legal Compliance and Procedures - The company has followed necessary legal procedures for the implementation of the incentive plan, including board approvals and compliance with relevant regulations [24][25]. - The plan requires further shareholder approval to be fully implemented, ensuring transparency and adherence to governance standards [28].

Meeting Overview - The company will hold its second extraordinary general meeting of shareholders for 2025 on September 15, 2025, at 14:30 [1] - Shareholders can participate through on-site voting or online voting via the Shenzhen Stock Exchange trading system [2] Voting Procedures - Shareholders must choose one voting method: on-site, trading system, or internet voting, with the first vote counted in case of duplicates [2] - All shareholders registered by the cut-off date of September 8, 2025, are eligible to attend and vote [2] Agenda Items - The meeting will discuss various proposals, including the 2025 semi-annual profit distribution plan and amendments to corporate governance rules [9] - Proposals related to the 2025 restricted stock incentive plan and employee stock ownership plan will also be presented for approval [3][9] Registration and Attendance - Registration for attending the meeting must be completed by September 12, 2025, with specific documentation required for both corporate and individual shareholders [4] - The meeting will last half a day, and attendees are responsible for their own travel and accommodation costs [4] Online Voting Instructions - Detailed instructions for participating in online voting are provided, including the need for identity verification through the trading system [6]

Group 1 - The company will hold an online performance briefing on September 10, 2025, from 15:30 to 16:30 [1][2] - The meeting will be conducted in an interactive online format via the website www.ir-online.cn [1][2] - Investors can submit questions before the meeting through a designated link or by scanning a QR code [1][2] Group 2 - Key participants in the meeting will include the Chairman, General Manager, Deputy General Manager, Financial Officer, Independent Director, and Sponsor Representative [2] - Investors can join the meeting through the provided link or by using WeChat to scan a QR code [2] - After the meeting, the main content and proceedings will be available for viewing on the value online platform or the Yidong app [2]

Fundraising Overview - The company raised a total of RMB 600 million through the issuance of 6 million convertible bonds at a face value of RMB 100 each, with the funds fully received by August 17, 2023 [1] - After deducting issuance costs of RMB 11,249,651.93, the net amount raised was RMB 588,750,348.07 [1] - As of June 30, 2025, the company had utilized RMB 591,208,771.55 of the raised funds, leaving a balance of RMB 1,010,405.54 [1][4] Fund Management - The company has established a management system for the raised funds, ensuring they are stored in dedicated accounts to safeguard investor interests [1] - The funds are held in special accounts at China Minsheng Bank, CITIC Bank, and Industrial Bank, with regulatory agreements in place to ensure proper oversight [1] Fund Utilization - The company has not made any changes to the implementation locations or methods for the fundraising projects during the reporting period [2] - A total of RMB 73,540,370.58 has been approved for replacement of pre-invested funds and issuance costs, which has been completed as of June 30, 2025 [2] - There are no instances of idle funds being temporarily used to supplement working capital, nor are there any surplus funds or over-raised funds being utilized [3][4] Project Status - As of June 30, 2025, the precision optical lens production project has reached a state of readiness for use, although no benefits have been realized yet [3] - The company has confirmed that there are no significant changes in the feasibility of the fundraising projects [3]

Core Viewpoint - Dongguan Yutong Optical Technology Co., Ltd. has approved a capital increase agreement with Chengdu Silins Technology Industry Co., Ltd., involving an investment of approximately RMB 62.78 million, resulting in a 31.87% equity stake in the target company [1][5]. Investment and Related Transactions Overview - The investment involves 7 related parties and 10 non-related parties, with the investment amounting to RMB 62,783,299, of which RMB 32,958,717 will be added to the registered capital and RMB 29,824,582 will be allocated to capital reserves [1][2]. - The investment does not constitute a major asset restructuring as per the regulations, and thus does not require shareholder approval [2]. Target Company Basic Information - Chengdu Silins specializes in the research, production, and sales of optical materials and products, including optical glass and related components [3][6]. - Prior to the capital increase, the total registered capital of Chengdu Silins was RMB 54,807,100, and post-investment, it will be RMB 103,409,623 [3][4]. Financial Data of Target Company - As of July 31, 2025, the total assets of Chengdu Silins were approximately RMB 174.19 million, with total liabilities of about RMB 69.79 million, resulting in net assets of approximately RMB 104.40 million [4]. - For the first seven months of 2025, the company reported revenue of approximately RMB 39.17 million and a net profit of about RMB 7.62 million [4]. Main Content of the Capital Increase Agreement - The agreement includes multiple parties, with Yutong Optical and other investors collectively subscribing to the new registered capital of RMB 48,602,523 at a valuation based on the net assets as of July 31, 2025 [5][7]. - The payment will be made in cash, and the board of directors of the target company will consist of five members, with Yutong Optical appointing two [5][6]. Purpose and Impact of the Investment - The investment aims to enhance the company's strategic development, integrate quality industrial resources, and promote collaborative development, thereby improving overall competitiveness [7][8]. - The independent directors and supervisory board have confirmed that the investment aligns with the company's long-term interests and does not harm the interests of shareholders, particularly minority shareholders [8].

Core Viewpoint - Dongguan Yutong Optical Technology Co., Ltd. has revised its articles of association and governance system to comply with the latest laws and regulations, aiming to enhance corporate governance and operational mechanisms [1][2][3]. Summary by Sections Revision of Articles of Association - The company has amended its articles to align with the requirements of the Company Law, the Guidelines for Articles of Association of Listed Companies, and other relevant regulations [1]. - The chairman of the board is designated as the legal representative of the company, with provisions for appointing a new legal representative within 30 days if the chairman resigns [2]. - New provisions state that the company will bear civil liability for damages caused by the legal representative while performing duties, with the right to seek compensation from the representative if at fault [3]. Shareholder Rights and Responsibilities - Shareholders have the right to sue directors, supervisors, and senior management, as well as the company itself, for breaches of duty [4]. - The articles specify that shareholders can request to convene meetings and exercise voting rights, as well as access company documents and financial reports [9][10]. Capital Increase and Share Repurchase - The company can increase capital through various methods, including public and private placements, and can repurchase shares under specific conditions [5][6]. - The total financial assistance provided to shareholders for purchasing shares is capped at 10% of the total issued shares [5]. Governance and Compliance - The company must ensure compliance with laws and regulations regarding shareholder meetings, including the requirement for legal opinions on meeting procedures and outcomes [19][20]. - The board of directors is responsible for maintaining the company's financial security and must not engage in actions that could harm shareholder interests [14][15].

Investment Overview - The company plans to establish a wholly-owned subsidiary in Japan to expand its overseas market presence and implement its long-term strategic plan, using 30 million Japanese yen of its own funds for the investment [1][2] - The investment will be made through its wholly-owned subsidiary, Yuhao Technology (Hong Kong) International Limited, and the actual investment amount will be subject to approval by Chinese and local authorities [1] Subsidiary Details - The proposed subsidiary will be named Yu Tong Optical (Japan) Co., Ltd. (tentative name), with a registered capital of 10 million Japanese yen [1] - The subsidiary will operate as a limited liability company, focusing on research, production, sales, consulting services related to optical products, and import-export trade [1] Strategic Purpose and Impact - The investment aims to enhance the company's international competitiveness and aligns with its business layout and strategic development plan [2] - The funds for this investment are entirely from the company's own resources, ensuring no adverse impact on its operating results or shareholder interests [2] Approval and Risks - The investment is subject to approval and registration by relevant national authorities, introducing a degree of uncertainty [2] - Potential risks include political, economic, social, and environmental factors that may affect overseas operations and investment returns [2]

（以下简称" 《公司法》"）、 《中华人民共和国证券法》 （以下简称"《证 券法》"）以及《关于上市公司实施员工持股计划试点的指导意见》 （以下简称"《指 导意见》"）、 东莞市宇瞳光学科技股份有限公司 关于公司 2025 年员工持股计划（草案）合规性说明 东莞市宇瞳光学科技股份有限公司（以下简称"公司"）根据《中华人民共 和国公司法》 《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司 规范运作》 （以下简称"《自律监管指引第 2 号》"）等有关法律法规、规范性文件 的规定，制定《2025 年员工持股计划（草案）》 （以下简称"本员工持股计划"）， 现就本员工持股计划内容的合规性作出说明如下： 职工代表大会充分征求意见，符合《指导意见》《自律监管指引第 2 号》等有关 规定。 强行分配等方式强制员工参与的情形。 工持股计划规定的参加对象范围，主体资格合法、有效。 的需要，不存在损害公司及全体股东利益的情形。 综上所述，公司《2025 年员工持股计划（草案）》的制定及内容具备合规性。 东莞市宇瞳光学科技股份有限公司董事会 ...