国泰海通证券股份有限公司 关于 佛山市国星光电股份有限公司 主板向特定对象发行股票 之 上市保荐书 保荐人（主承销商） （中国（上海）自由贸易试验区商城路 618 号） 二〇二五年十一月 佛山市国星光电股份有限公司 向特定对象发行 A 股股票上市保荐书 声 明 （本上市保荐书中如无特别说明，相关用语具有与《佛山市国星光电股份有 限公司向特定对象发行 A 股股票募集说明书》中相同的含义）。 3-3-1 国泰海通证券股份有限公司（以下简称"国泰海通证券"、"保荐人"或"本 保荐人"）接受佛山市国星光电股份有限公司（以下简称"国星光电"、"公司" 或"发行人"）的委托，担任国星光电本次向特定对象发行 A 股股票（以下简 称"本次发行"）的保荐人，徐振宇、王宁作为具体负责推荐的保荐代表人，为 本次向特定对象发行股票上市出具上市保荐书。 本保荐人及保荐代表人已根据《中华人民共和国公司法》（下称《公司法》"）、 《中华人民共和国证券法》（下称"《证券法》"）、《证券发行上市保荐业务 管理办法》（下称"《保荐管理办法》"）、《上市公司证券发行注册管理办法》 （简称"《注册管理办法》"）、《深圳证券交易所股票上市规则》（下称 ...

证券代码：002449 证券简称：国星光电 公告编号：2025-059 佛山市国星光电股份有限公司 关于向特定对象发行股票审核问询函回复及募集说明书等 申请文件更新的提示性公告 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、误导性陈述或者重大遗漏。 佛山市国星光电股份有限公司(以下简称"公司"）于 2025 年 10 月 20 日收 到深圳证券交易所下发的《关于佛山市国星光电股份有限公司申请向特定对象发 行股票的审核问询函》（审核函〔2025〕120040 号）（以下简称"《审核问询 函》"）。公司会同相关中介机构对《审核问询函》所提出的问题进行了认真研 究和落实后，对《审核问询函》所列问题进行了逐项说明和回复，同时对募集说 明书等申请文件的内容进行了更新，具体内容详见公司于 2025 年 11 月 8 日在 巨潮资讯网披露的相关文件。鉴于公司 2025 年三季度报告已公开披露，公司会 同相关中介机构对募集说明书等申请文件中涉及的公司财务数据等内容进行了 相应更新，具体内容详见公司同日在巨潮资讯网披露的相关公告文件。 公司本次向特定对象发行 A 股股票事项尚需深圳证券交易所审核通过 ...

佛山市国星光电股份有限公司 2024 年度 审计报告 | 索引 | 项码 | | --- | --- | | 审计报告 | 1-5 | | 公司财务报表 | | | 合并资产负债表 | 1-2 | | 母公司资产负债表 | 3-4 | | 合并利润表 | 5 | | 母公司利润表 | 6 | | 合并现金流量表 | 7 | | 母公司现金流量表 | 8 | | 合并股东权益变动表 | 9-10 | | 母公司股东权益变动表 | 11-12 | | 财务报表附注 | 13-120 | 6-1-1 联系申托· +86 (010) 6554 2288 信永中和会计师事务所| 北京市东城区朝阳门北大街 telephone: +86 (010) 6554 2288 8 号富华大厦 A 座 9 层 9/F. Block A. Fu Hu No.8. Chaovangme Donacheng District. Be 100027, P.R.China 审计报告 XYZH/2025GZAA1B0007 佛山市国星光电股份有限公司 佛山市国星光电股份有限公司全体股东: 一、审计意见 我们审计了佛山市国星光电股份有限公司(以下 ...

股票简称：国星光电 股票代码：002449 向特定对象发行股票的审核问询函 之回复报告 保荐人（主承销商） 中国（上海）自由贸易试验区商城路 618 号 二○二五年十一月 深圳证券交易所： 佛山市国星光电股份有限公司 与 国泰海通证券股份有限公司 关于 根据深圳证券交易所上市审核中心 2025 年 10 月 20 日出具的《关于佛山市 国星光电股份有限公司申请向特定对象发行股票的审核问询函》（审核函〔2025〕 120040 号）（以下简称"审核问询函"）的要求，佛山市国星光电股份有限公 司（以下简称"国星光电"、"发行人"、"申请人"、"上市公司"或"公司"） 已会同国泰海通证券股份有限公司（以下简称"保荐人"或"国泰海通证券"）、 上海市锦天城律师事务所（以下简称"发行人律师"或"锦天城"）及信永中和 会计师事务所（特殊普通合伙）（以下简称"会计师"或"信永中和"）等中介 机构本着勤勉尽责、诚实守信的原则，对审核问询函所提出的问题进行了逐项落 实，现将有关事项回复如下，请予以审核。 说明： 除非文义另有所指，本回复中的简称或名词释义与募集说明书具有相同含义。 本回复报告的字体代表以下含义： | 黑体（不加 ...

Core Insights - The 2025 Self-Luminous Display Industry Seminar held by TrendForce highlighted the promising future and opportunities in the self-luminous display sector [2][5]. Group 1: Micro LED Commercialization - The commercialization of Micro LED is accelerating, particularly in wearable devices, large displays, automotive displays, and non-display applications, despite facing challenges such as high costs and power consumption [9]. - Major manufacturers like Samsung, LG, and BOE are planning to mass-produce Micro LED displays larger than 100 inches, with cost reduction being a common goal [9]. - In automotive displays, Micro LED's high brightness and contrast are advantageous, but issues like color shift at high temperatures remain [11]. - Micro LED shows potential in non-display applications, such as adaptive headlights and light interconnect technology for AI server cabinets, with interest from major companies like Apple and Microsoft [11]. Group 2: AR Glasses Development - AR glasses are seen as suitable devices for integrating AI functionalities, with major companies prioritizing the release of AI glasses before AR glasses [14]. - The main technologies in display for AR glasses include LCoS, OLEDoS, and LEDoS, with LEDoS gaining market attention for its diverse color technology [16]. - The optical technology for AR glasses is leaning towards waveguide solutions, with diffraction waveguides being a mainstream option [17]. Group 3: Global LED Display Market - The global LED display market is projected to grow slightly to $7.5 billion by 2025, with demand in the domestic market not showing significant improvement due to price declines from increased competition [21][23]. - The market is segmented into developed regions, where demand is weak due to tariffs, and developing regions, where LED display adoption is increasing [21]. - Long-term trends indicate continued penetration into developing markets, small to medium-sized clients, and emerging applications, with a forecasted market size of $10.2 billion by 2029 [23].

Core Viewpoint - The self-emissive display industry is experiencing rapid advancements, particularly in Micro LED and Mini LED technologies, which are expected to drive significant growth and innovation in various applications, including automotive displays, wearables, and cinema technology [2][4][62]. Group 1: Micro LED Developments - Micro LED technology is accelerating commercialization in wearable devices, large displays, and automotive applications, despite challenges such as high costs and power consumption [4][6]. - Major manufacturers like Samsung, LG, and BOE are prioritizing the mass production of Micro LED displays larger than 100 inches, focusing on cost reduction through chip size miniaturization [4][6]. - Micro LED is also showing potential in non-display applications, such as adaptive headlights and AI server interconnects, with major companies like Apple and Microsoft evaluating these technologies [6][8]. Group 2: MIP Technology - MIP technology is enabling the display industry to innovate by achieving "packaging as a module," which addresses cost advantages and modularity, facilitating broader market applications [8][11]. - The MIP technology is evolving faster than expected, moving from niche products to commercial viability, with applications expanding into automotive displays and home theater systems [8][11]. Group 3: Industry Challenges and Compliance - The LED display industry faces challenges such as irrational competition, lack of standards, and safety compliance issues, with a call for a shift towards high-quality development and compliance with regulations [14][16]. - The prevalence of non-compliant products poses risks to public safety, necessitating stricter enforcement of regulations and industry standards [14][16]. Group 4: Cinema Technology Innovations - The cinema industry is leveraging LED technology to enhance viewing experiences, with solutions like the HeyLED movie screen that surpass traditional DLP technology in brightness and contrast [22][25]. - The integration of immersive live streaming and AIGC technology is expected to redefine cinema experiences and expand operational capabilities [25][22]. Group 5: Market Outlook - The global LED display market is projected to grow slightly to $7.5 billion by 2025, with significant contributions from the LED integrated machine and movie screen segments [62][64]. - The competition is intensifying as major LCD manufacturers enter the LED display market, leading to a more defined industry structure and increased pressure on smaller companies [62][64]. Group 6: Emerging Technologies - Innovations in Micro LED technology, particularly in AR/MR applications, are being driven by advancements in silicon substrate GaN technology, which is expected to facilitate larger substrate sizes and lower costs [32][34]. - The introduction of new driving technologies, such as the Infinity MLED solution, is enhancing display performance through improved brightness, color accuracy, and energy efficiency [37][39]. Group 7: Smart Glasses and AI Integration - The smart glasses market is rapidly evolving, with AI applications poised to address existing challenges and enhance user experiences, particularly in the consumer market [56][58]. - The development of AI-powered glasses is seen as a stepping stone towards broader AR integration, with a focus on lightweight designs and practical applications [56][58].

Core Viewpoint - The construction of a liquid crystal display (LCD) and capacitive touch screen manufacturing base is progressing rapidly, with all three main buildings having been topped out. The project aims to enhance the regional electronic information industry's comprehensive supporting capabilities and promote the development of the upstream and downstream industrial chains [2][3]. Group 1: Project Overview - The LCD and capacitive touch screen manufacturing base covers an area of 22.9 acres, with a total construction area of approximately 50,000 square meters. It will consist of two factory buildings and one auxiliary building [3]. - The project will feature three production lines for LCDs and touch screens, 20 automatic PIN production lines, 20 COG module production lines, 10 backlight production lines, and SMT binding and assembly lines, with an expected annual production capacity of 20 million LCDs [3]. Group 2: Project Timeline and Impact - The project has officially entered the masonry construction phase, with plans to increase investment and complete all structural tasks by the end of the year, aiming for successful completion inspection by July next year [3]. - Once fully operational, the project is expected to significantly enhance the region's electronic information industry and stimulate the gathering of related industrial chains [3]. Group 3: Export Performance - In the first eight months of this year, Fujian Province's flat panel display module exports reached 15.01 billion yuan, representing a year-on-year increase of 14.7% [5]. - Notably, exports to ASEAN amounted to 5.08 billion yuan, up 34.9%, with Vietnam and Thailand seeing exports of 3.09 billion yuan and 1.5 billion yuan, reflecting year-on-year growth of 57.8% and 9%, respectively [5]. - Exports to Latin America reached 2.71 billion yuan, a significant year-on-year increase of 90.6%, with exports to Mexico alone totaling 2.04 billion yuan, marking a remarkable growth of 111.1% [5].

Core Insights - The company reported a revenue of 819 million yuan in Q3, a year-on-year decrease of 1.92% [2][3] - The net profit attributable to shareholders was 6.55 million yuan, down 37.45% year-on-year [2][3] - The net profit excluding non-recurring gains and losses was 751,000 yuan, showing a significant increase of 217.15% year-on-year [2][3] Financial Performance - For the first three quarters of 2025, the company achieved a revenue of 2.5 billion yuan, a decline of 7.01% compared to the previous year [2][3] - The net profit attributable to shareholders for the same period was 31.12 million yuan, down 53.35% year-on-year [2][3] - The net profit excluding non-recurring gains and losses for the first three quarters was 12.99 million yuan, a decrease of 63.36% year-on-year [2][3] Cash Flow and Equity - The net cash flow from operating activities for the first three quarters was 84.9 million yuan, a decline of 56.55% year-on-year [4] - The net cash flow from financing activities was -190 million yuan, a decrease of 242 million yuan compared to the previous year [4] - The net cash flow from investing activities was -94.9 million yuan, compared to -139 million yuan in the same period last year [4] Assets and Shareholder Equity - Total assets at the end of the reporting period were approximately 6.14 billion yuan, compared to 6.25 billion yuan at the end of the previous year [3] - The equity attributable to shareholders was approximately 3.83 billion yuan, slightly up from 3.82 billion yuan at the end of the previous year [3]

Core Viewpoint - The company has disclosed its third-quarter financial report for 2025, including details on asset impairment provisions and the appointment of an auditing firm for the upcoming year [9][29][32]. Financial Data - The company reported a total asset impairment provision of 17.19 million yuan for the first three quarters of 2025, with 4.58 million yuan in asset write-offs [29][30]. - The write-off of inventory amounted to 4.58 million yuan, with the original value being 5.20 million yuan and recovery at 0.62 million yuan [30]. Shareholder and Board Meetings - The sixth board meeting was held on October 24, 2025, where the third-quarter report was approved with unanimous consent from all attending directors [9][10]. - The sixth supervisory board meeting also approved the third-quarter report with full agreement from all attending supervisors [24][25]. Auditing Firm Appointment - The company plans to reappoint ShineWing Certified Public Accountants (Special General Partnership) as its auditing firm for the year 2025, pending approval from the shareholders' meeting [32][33]. - The auditing firm has a strong track record, with a total revenue of 4.05 billion yuan in 2024, including 2.59 billion yuan from auditing services [35][36]. Asset Impairment and Write-off Details - The company has conducted a comprehensive review of its assets for impairment signs, leading to the recognition of impairment provisions based on expected credit losses [29][30]. - The total impact of the impairment provisions and asset write-offs on the company's consolidated profit for the first three quarters of 2025 is a reduction of 17.09 million yuan [30].

Group 1 - The core viewpoint of the article highlights that Guoxing Optoelectronics (002449.SZ) reported a decline in revenue and profit for the first three quarters of 2025, indicating potential challenges in its financial performance [1] Group 2 - The company achieved a revenue of 2.5 billion yuan for the first three quarters, representing a year-on-year decrease of 7.01% [1] - The net profit attributable to the parent company was 31.12 million yuan, down 53.35% year-on-year [1] - The net profit after deducting non-recurring items was 12.99 million yuan, reflecting a year-on-year decline of 63.36% [1] - The basic earnings per share stood at 0.0503 yuan [1]