国泰海通证券股份有限公司 关于国科天成科技股份有限公司 部分首次公开发行前已发行股份及首次公开发行 战略配售股份上市流通事项的核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"、"保荐机构"）作为国科天成科技 股份有限公司（以下简称"国科天成"、"公司"）首次公开发行股票并在创业板上市的保荐 机构，根据《证券发行上市保荐业务管理办法》《深圳证券交易所创业板股票上市规则（2025 年修订）》《深圳证券交易所上市公司自律监管指引第 13 号——保荐业务》以及《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》等有关规定，对国 科天成部分首次公开发行前已发行股份及首次公开发行战略配售股份上市流通事项进行 了审慎核查，具体核查情况和核查意见如下： 一、公司首次公开发行股份及上市后股本变动情况 经中国证券监督管理委员会出具的《关于同意国科天成科技股份有限公司首次公开发 行股票注册的批复》（证监许可〔2024〕859 号）同意注册，公司首次公开发行人民币普 通股（A 股）4,485.6477 万股，并于 2024 年 8 月 21 日在深圳证券交易所创业板上市交易。 首次公开发行前，公司总股 ...

Group 1 - The latest LPR values for 1-year and 5-year loans will be announced on August 20, with the current rates at 3.0% and 3.5% respectively, unchanged from June [2] - A total of 711.8 billion yuan in reverse repos will mature next week, with specific maturities scheduled from Monday to Friday [3] - The Hang Seng Index Company will announce the results of the second quarter index review on August 22, with changes effective from September 8, 2025 [4] Group 2 - The Jackson Hole Global Central Bank Conference will take place from August 21 to 23, featuring a speech by Federal Reserve Chairman Jerome Powell on August 22 [5] - The Federal Reserve will release the minutes of its monetary policy meeting on August 21, amid a pause in interest rate cuts since early this year, with current rates between 4.25% and 4.5% [6] - Nearly 100 billion yuan in market value of restricted stocks will be unlocked next week, with 35 stocks facing unlocks, including 29.54 billion yuan from United Imaging Healthcare [7][8] Group 3 - One new stock, Balanshi, is set to be issued next week on August 19, with approximately 19 million shares expected to raise nearly 300 million yuan [11]

专题：专题|2024年度A股CFO数据报告：美的集团钟铮年薪946万，比亚迪周亚琳896万 作为上市公司核心管理层关键成员，财务总监CFO的地位与作用至关重要。新浪财经《2024年度A股CFO数据报告》显示，2024年A股上市公司财务总监CFO群体薪酬规模合计达42.70亿元，平 分行业来看，军工电子行业CFO薪酬总额3325.37万元，平均薪酬65.2万元，同比增长4.36%。 按学历来看，军工电子行业CFO学历以本科及硕士为主，占比均为45.10%，其次为大专，占比7.84%，博士仅1人，为华力创通CFO李国良。 按年龄来看，军工电子行业CFO年龄普遍超过40岁，年龄最小的为智明达CFO刘馨竹，1992年生，年仅33岁。 军工电子行业，国科天成CFO吴明星薪酬最高，达173.82万元，约是行业平均薪酬的2.7倍，相当于日薪6952.8万元；上年为151.23万元，同比增长14.9%。天和防务CFO李秀英薪酬最低，仅 奥普光电CFO徐爱民薪酬涨幅最高，年薪72.76万元，上年为43.42万元，同比增长67.6%。陕西华达CFO高蔚薪酬降幅最大，年薪79.53万元，上年为124.90万元，同比下降36.3%． ...

Core Viewpoint - The article discusses the rapid development and market expansion of Guoke Tianceng Technology Co., Ltd. in the infrared optoelectronic technology sector, highlighting its recent convertible bond issuance and financial performance [3][4][6]. Group 1: Company Overview - Guoke Tianceng, established with a focus on infrared optoelectronic technology, has products widely used in defense, industrial inspection, and consumer electronics [5]. - The company has recently submitted a convertible bond issuance application to raise up to 880 million yuan [3][4]. Group 2: Financial Performance - The company's revenue has shown a consistent upward trend, with projected revenues of 530 million yuan, 702 million yuan, and 961 million yuan for the years 2022, 2023, and 2024 respectively [6]. - Correspondingly, the net profit attributable to shareholders is expected to rise from 97 million yuan in 2022 to 173 million yuan in 2024 [6]. Group 3: Fund Utilization - The raised funds will be allocated to five key projects, including non-refrigerated infrared detector construction (220 million yuan, 25.07%), ultra-precision long-wave infrared lens production line (159 million yuan, 18.08%), near-infrared APD photodetector production line, and mid-wave infrared semiconductor laser construction [9][10]. - Notably, 232 million yuan (26.34%) will be used to supplement working capital, which exceeds the investment in any single project, aimed at alleviating financial pressures from rapid growth [10].

Company Overview - Guoke Tianceng Technology Co., Ltd. was established on January 8, 2014, with a registered capital of 1 million yuan [1] - The company was initially set up as Guoke Tianceng (Beijing) Technology Co., Ltd. by shareholders Luo Juedian, Wu Mingxing, and Liu Huaiying [1] Shareholder Structure - Initial shareholder contributions were as follows: Luo Juedian contributed 400,000 yuan (40%), Wu Mingxing 300,000 yuan (30%), and Liu Huaiying 300,000 yuan (30%) [1] - After a share transfer in July 2014, Beijing Kongying Technology Development Co., Ltd. acquired 12% and 9% of the shares from Wu Mingxing and Liu Huaiying, respectively [1] - Subsequent capital increases involved contributions from Tianjin Lenovo Star Venture Capital Co., Ltd. and Suzhou Xinglian Tongdao Angel Investment Center, totaling 3 million yuan [1][2] Capital Increases and Changes - The company underwent several capital increases, with the latest registered capital reaching 84,183,480 yuan [4] - The shareholder structure evolved significantly, with various investments from entities such as Tianjin Tiansheng Tianceng Asset Management Center and others, reflecting a diverse ownership base [2][5] Current Shareholder Contributions - As of the latest report, the major shareholders and their contributions are as follows: - Kongying Technology: 135 million yuan (16.04%) - Luo Juedian: 126.9134 million yuan (15.08%) - Wu Mingxing: 95.4134 million yuan (11.33%) - Kec Innovation: 76.1326 million yuan (9.04%) [3][4] - The total contributions from all shareholders amount to 841.8348 million yuan, with a diverse mix of monetary and equity contributions [3][5] Recent Developments - The company has seen significant changes in its shareholder structure due to various share transfers and capital increases, indicating active investment interest [2][3] - The transformation from a limited liability company to a joint-stock company was completed on September 1, 2020, with a total share capital of 97.5 million shares [4]

Core Viewpoint - Guoke Tianceng Technology Co., Ltd. plans to issue convertible bonds not exceeding 880 million yuan to unspecified investors, with Guotai Junan Securities Co., Ltd. as the sponsor for this issuance [1][2]. Group 1: Issuance Details - The issuance amount is set at a maximum of 880 million yuan [1]. - The sponsor for this issuance is Guotai Junan Securities Co., Ltd. [2]. - The designated representatives for the issuance are Xu Yu and Chen Libin, both with extensive experience in investment banking [2][3]. Group 2: Company Overview - Guoke Tianceng Technology Co., Ltd. is listed on the Shenzhen Stock Exchange under the stock code 301571.SZ [4]. - The company specializes in the research, production, and sales of optoelectronic products, navigation products, and remote sensing data products [5]. - As of March 31, 2025, the company has a total share capital of 17,942.59 million shares, with 80% being restricted shares and 20% being freely tradable shares [5]. Group 3: Financial Performance - The company's revenue for the first quarter of 2025 was 11,969.47 million yuan, showing a significant increase compared to previous years [6][11]. - The main business revenue composition includes optoelectronic business (87.56%), navigation business (5.19%), information systems (0.68%), and remote sensing (6.57%) [6][7]. - The company has achieved a total of 44 invention patents, 14 utility model patents, and 22 design patents, indicating a strong focus on technological innovation [5][6]. Group 4: Shareholder Structure - As of March 31, 2025, the top ten shareholders hold a combined 51.58% of the company's shares, with no pledges or freezes on these shares [5]. - The controlling shareholders are Luo Juedian and Wu Mingxing, who collectively hold 28.97% of the voting rights [9].

Core Viewpoint - The legal opinion letter issued by Beijing King & Wood Mallesons (Chengdu) Law Firm confirms the compliance of Guoke Tianceng Technology Co., Ltd. with the regulations for issuing convertible bonds to unspecified objects, detailing the necessary legal frameworks and procedures involved in the issuance [1][2][4]. Group 1: Legal Framework and Compliance - The law firm conducted its analysis based on various Chinese laws and regulations, including the Securities Law and Company Law, ensuring adherence to the legal standards required for the issuance of convertible bonds [2][3]. - The firm verified the authenticity and completeness of the documents provided by the issuer, ensuring that all materials were accurate and legally compliant [2][3]. Group 2: Issuance Details - The total amount of the convertible bonds to be issued is capped at RMB 880 million, with each bond having a face value of RMB 100 [12][13]. - The bonds will have a maturity period of six years, with interest paid annually, and the specific interest rate will be determined based on market conditions and company performance [13][14]. - The conversion period for the bonds will commence six months after issuance and will last until the maturity date [14][17]. Group 3: Conversion and Redemption Terms - The initial conversion price will be set based on the average trading price of the company's A-shares over the twenty trading days prior to the announcement, with provisions for adjustments in case of stock changes [15][16]. - The company reserves the right to redeem the bonds at face value plus accrued interest under certain conditions, such as when the stock price exceeds 130% of the conversion price for a specified period [19][19]. - Holders of the convertible bonds have the right to sell back their bonds to the company if the stock price falls below 70% of the conversion price during the last two interest years [19].

Group 1 - The company, Guoke Tianceng Technology Co., Ltd., is issuing convertible bonds to raise funds for enhancing its core competitiveness and profitability in the infrared optoelectronic industry [10][11][12] - The total amount of the convertible bonds to be issued is not more than RMB 880 million, with each bond having a face value of RMB 100 [15][16] - The funds raised will be allocated to projects including the construction of non-refrigerated infrared detectors, near-infrared APD photodetector production lines, and mid-wave infrared semiconductor laser projects [16] Group 2 - The infrared optoelectronic industry is supported by national policies, with increasing applications in both defense and civilian sectors, leading to a growing market demand [10][11][12] - The company has established a strong market position in the infrared field, focusing on both refrigerated and non-refrigerated infrared detectors, and is expanding its production capacity to meet the rising demand [12][13] - The company aims to enhance its product structure and profitability by developing new products such as near-infrared APD photodetectors and mid-wave infrared semiconductor lasers [13][14]

Core Viewpoint - The company, Teemsun Technology Co., Ltd., is planning to issue convertible bonds to unspecified investors, aiming to raise up to RMB 880 million to enhance its production capacity and improve its core component supply capabilities [15][23]. Company Overview - Teemsun Technology Co., Ltd. specializes in the research, production, and sales of optoelectronic products, particularly in infrared thermal imaging, navigation, and remote sensing [4][3]. - The company has obtained a total of 80 patents, including 44 invention patents, 14 utility model patents, and 22 design patents, showcasing its commitment to technological innovation [4]. Financial Data - As of the end of 2024, the total assets of the company amounted to RMB 2.5198 billion, with total liabilities of RMB 671.26 million, resulting in total equity of RMB 1.8485 billion [5]. - The company reported a revenue of RMB 960.65 million for the year 2024, with a net profit of RMB 175.43 million, reflecting a significant increase from RMB 121.42 million in 2023 [5][6]. Business Risks - The company faces risks related to macroeconomic changes, particularly in the defense sector, which could impact demand for its products [8]. - There is a risk of technological obsolescence in the optoelectronic industry, necessitating continuous investment in research and development [8]. - The company is also exposed to risks associated with the production capacity of its self-developed T2SL detectors, which are still in the ramp-up phase [8]. Issuance Details - The convertible bonds will have a face value of RMB 100 each and a maturity period of six years [15]. - The issuance will prioritize existing shareholders, with any remaining bonds offered to institutional investors [15][24]. Management and Oversight - The underwriting and advisory roles are being handled by Guotai Junan Securities, with a commitment to adhere to regulatory standards and ensure the integrity of the issuance process [18][21].

Group 1 - Liu Pharmaceutical Group plans to repurchase shares worth between 100 million and 200 million yuan, with a maximum repurchase price of 25.70 yuan per share [1] - Dongshan Precision intends to invest up to 1 billion USD to build a high-end printed circuit board project to meet the long-term demand for high-end printed circuit boards in emerging scenarios such as AI [1] - Bomaike reported a net profit of 12.39 million yuan for the first half of the year, a year-on-year decline of 80.42% [2] Group 2 - Western Mining achieved a net profit of 1.869 billion yuan in the first half of the year, a year-on-year increase of 15% [2] - Fuliwang expects a net loss of approximately 17 million yuan for the first half of the year, a decrease of 137.12% compared to the same period last year [2] - Digital Certification anticipates a net loss of between 80 million and 96 million yuan for the first half of the year, compared to a loss of 29.25 million yuan in the same period last year [3] Group 3 - Shanghai Construction reported a net profit of 710 million yuan for the first half of the year, a year-on-year decrease of 14.04% [5] - Funneng Co. achieved a net profit of 1.337 billion yuan in the first half of the year, a year-on-year increase of 12.48% [6] - Tengda Construction's total contract amount for the first half of the year decreased by 17.55% year-on-year [7] Group 4 - Fudan Fuhua decided to terminate the public transfer of a 28% stake in a subsidiary due to the lack of a deposit from potential buyers [9] - Fulei Ant's subsidiary has decided to cease operations due to intense competition in the photovoltaic industry and ongoing losses [11] - Dongfang Ocean's subsidiary received a medical device registration certificate for a folic acid testing kit [14] Group 5 - Huayu Pharmaceutical's subsidiary received overseas listing approvals for several products [16] - Feima International received a performance commitment compensation of 437 million yuan from its controlling shareholder [16] - Guangshen Railway signed a cooperation agreement for the Guangzhou East Station renovation project with a total investment of approximately 16.66 billion yuan [16] Group 6 - Anhui Construction won the bid for the S68 Jingde to Jixi Expressway project with an estimated total investment of 5.7 billion yuan [18] - China Communications Construction Company signed new contracts worth 991.054 billion yuan in the first half of the year, a year-on-year increase of 3.14% [19] - Kehui Co. plans to use up to 70 million yuan of idle funds for cash management [22] Group 7 - Biological Shares' subsidiary received a clinical trial approval for a cat mRNA vaccine, the first of its kind in China [23] - Ruipu Biological received a clinical trial approval for a pig mRNA vaccine, which is the first economic animal mRNA vaccine in China [24] - Nanjing New Hundred's major assets were judicially frozen due to liquidity debt crisis faced by its controlling shareholder [27] Group 8 - Changshu Bank plans to merge three village banks and establish branches, pending shareholder approval [28] - Yong'an Pharmaceutical plans to reduce its holdings by up to 2.6323 million shares [29] - Zhujiang Co. received approval from the Shanghai Stock Exchange for a stock issuance to specific targets [31] Group 9 - Sanyangma's subsidiary signed a 120 million yuan procurement contract for sensor products [33] - Jintou City Development plans to purchase a villa property for approximately 7.1854 million yuan [35] - Yuanli Co. intends to acquire 100% of Tongsheng Co. through a combination of cash and stock issuance [36] Group 10 - Xin'an Century's controlling shareholder plans to reduce holdings by up to 2.22% of the company's shares [36] - Fute Technology plans to raise up to 528 million yuan through a private placement for various projects [36] - Helen Piano's actual controller is set to change, with stock resuming trading [37] Group 11 - Weiergao expects a net profit increase of 12.55% to 30.87% for the first half of the year [38] - Saiwei Microelectronics plans to transfer up to 18% of its shares through an agreement [40] - Yongli Co. intends to acquire a 22.75% stake in a subsidiary [42] Group 12 - ST Xiachuang plans to publicly transfer a 20% stake in Guangdong Yuweiji [43] - Dema Technology's shareholders plan to transfer 778.84 million shares through an inquiry [45] - Zhongshi Technology's shareholders plan to reduce holdings by up to 2.86% of the company's shares [46] Group 13 - Wufang Optoelectronics' controlling shareholder plans to reduce holdings by up to 0.93% of the company's shares [48] - Fusenmei's chairman has been detained, temporarily unable to fulfill his duties [49] - Reliable Co.'s shareholders plan to reduce holdings by a total of up to 2.63% of the company's shares [51] Group 14 - Gao Neng Environment plans to repurchase shares worth between 100 million and 150 million yuan [53]