北方光电股份有限公司 截至 2025 年 7 月 8 日新增注册资本及股 本情况验资报告 信会师报字2025第 ZG12686 号 北方光电股份有限公司 截至 2025 年 7 月 8 日新增注册资本 及股本情况验资报告 目 录 页 次 一、 验资报告 1-2 二、 附件 1 3 附件 2 4 附件 3 5-6 验 资 报 告 信会师报字2025第ZG12686号 北方光电股份有限公司： 我们接受委托，审验了北方光电股份有限公司（以下简称"贵公司" "光电股份"）截至 2025 年 7 月 8 日止新增注册资本及股本情况。按照法 律法规以及协议、章程的要求出资，提供真实、合法、完整的验资资料， 保护资产的安全、完整是全体股东及贵公司的责任。我们的责任是对贵公 司新增注册资本及股本情况发表审验意见。我们的审验是依据《中国注册 会计师审计准则第 1602 号——验资》进行的。在审验过程中，我们结合贵 公司的实际情况，实施了检查等必要的审验程序。 贵公司原注册资本为人民币 508,760,826.00 元，股本为 508,760,826.00 元。根据贵公司第七届董事会第六次会议、第七届监事会第四次会议、2024 ...

Core Viewpoint - The company,卓越新能, is actively expanding its operations with significant investments in bioenergy projects and plans for stock issuance to raise funds for future growth [2][3]. Company Announcements -卓越新能 plans to invest 700 million RMB in a bioenergy production line project in Thailand, which includes a 300,000-ton biodiesel production facility and a combined production facility for 100,000 tons of HVO/SAF [2]. - The project will be implemented in phases, with the first phase focusing on the biodiesel production line, expected to be completed within 12 months [2]. - The company has obtained necessary approvals and is progressing with land exploration for the project [2]. -卓越新能 has revised its plan for a simplified stock issuance to specific investors, aiming to raise 300 million RMB, which does not require shareholder approval [3]. - The issuance is subject to approval from the Shanghai Stock Exchange and registration by the China Securities Regulatory Commission [3]. Financial Reports - A special audit report by利安达会计师事务所 confirmed the non-recurring gains and losses for卓越新能 for various periods, showing a net non-recurring gain of 6,545,072.29 RMB for Q1 2025 and a total of 14,166,526.58 RMB for the year 2024 [4]. - The report also highlighted previous years' losses, with 2023 showing a net loss of 29,444,833.12 RMB and 2022 a loss of 28,560,072.85 RMB [4].

Group 1 - The company, Fujian Guangshentang Pharmaceutical Co., Ltd., has received an inquiry letter from the Shenzhen Stock Exchange regarding its application for a private placement of shares [1][2] - The company has responded to the inquiry letter and updated its fundraising prospectus and related application documents [1] - The approval of the private placement is subject to review by the Shenzhen Stock Exchange and registration approval from the China Securities Regulatory Commission, with uncertainties regarding the outcome and timing [2] Group 2 - The company assures that the information disclosed is true, accurate, and complete, with no false records or misleading statements [1] - The company will fulfill its information disclosure obligations based on the progress of the private placement [2]

Core Viewpoint - The company is proposing to extend the validity period of the shareholder meeting resolution regarding the issuance of shares to specific targets by an additional twelve months to ensure the smooth progress of the issuance process [1][2][3]. Group 1: Meeting Details - The shareholder meeting is scheduled for July 18, 2025, at 14:00, hosted by Chairman Lai Chaohui [1]. - The agenda includes proposals to extend the validity period of the resolutions related to the issuance of shares to specific targets [1][2]. Group 2: Proposal Details - The company has previously held meetings on June 27, 2023, and July 25, 2023, to approve the issuance of shares to specific targets and to authorize the board to handle related matters [1][2]. - The current proposal aims to extend the validity period of the shareholder meeting resolution and the board's authorization for an additional twelve months, ensuring that the other terms of the issuance remain unchanged during this extension [2][3]. Group 3: Legal and Regulatory Framework - The proposals are in accordance with the Company Law, Securities Law, and relevant regulations governing the issuance of shares [4]. - The board seeks authorization to manage all matters related to the issuance, including adjustments to the issuance plan, pricing, and selection of investors [4].

Core Viewpoint - The company held the 21st meeting of the 7th Supervisory Board on July 11, 2025, to discuss and approve the proposal regarding the change of accounting firm and signing accountant for a specific stock issuance, along with related party transactions [1][2]. Group 1 - The meeting was convened in accordance with the Company Law of the People's Republic of China and the company's articles of association, with all five supervisors present [1]. - The proposal regarding the change of accounting firm and signing accountant was approved with a unanimous vote from the non-related supervisors, resulting in 3 votes in favor, 0 against, and 0 abstentions [1]. - Related supervisors recused themselves from the voting process to ensure compliance with regulations [1]. Group 2 - The detailed announcement regarding the stock issuance and related transactions will be published in major financial newspapers and on the official website for public access [2]. - The decision made during the meeting will be documented and available for review as part of the supervisory board's resolutions [2].

Summary of Key Points Core Viewpoint Sichuan Hongda Co., Ltd. has successfully completed a private placement of 609,600,000 shares at a price of 4.68 RMB per share, raising a total of approximately 285.29 million RMB. The shares will be subject to a 36-month lock-up period before they can be traded on the Shanghai Stock Exchange. Group 1: Issuance Overview - The company has issued 609,600,000 new shares, which have been registered as limited circulation shares for a period of 36 months from the listing date [1][2][3] - The issuance was approved by relevant regulatory bodies, including the China Securities Regulatory Commission [2][5] - The total amount raised from the issuance is approximately 285.29 million RMB, with a net amount of about 283.48 million RMB after deducting issuance costs [3][4] Group 2: Shareholder Structure - The controlling shareholder, Shudao Group, subscribed to all the newly issued shares, increasing its total shareholding from 31.31% to 47.17% post-issuance [10][11] - The total share capital of the company increased from 2,032,000,000 shares to 2,641,600,000 shares following the issuance [11][12] Group 3: Financial Impact - The issuance is expected to improve the company's total assets and net assets, reduce the debt-to-asset ratio, and enhance financial stability [12][13] - The funds raised will primarily be used for debt repayment and to supplement working capital, without affecting the company's business structure [12][13] Group 4: Compliance and Legal Opinions - The issuance process has complied with all relevant laws and regulations, and the legal opinions confirm that the issuance is valid and effective [5][6] - The company has established a robust governance structure, which will remain unchanged post-issuance [12][13]

Key Points Summary Core Viewpoint Sichuan Hongda Co., Ltd. is issuing 609,600,000 shares at a price of 4.68 RMB per share, raising a total of approximately 2.85 billion RMB to enhance its capital structure and support its operational needs [1][9][14]. Group 1: Issuance Details - The total number of shares to be issued is 609,600,000 [1][9]. - The issuance price is set at 4.68 RMB per share, which is not lower than 80% of the average trading price over the previous 20 trading days [9][14]. - The total funds raised amount to approximately 2.85 billion RMB, with a net amount of about 2.83 billion RMB after deducting issuance costs [1][9][14]. Group 2: Share Listing and Lock-up Period - The newly issued shares will be listed on the Shanghai Stock Exchange after a lock-up period of 36 months from the issuance date [1][10][16]. - The lock-up period applies to shares acquired by the specific investors, including any shares derived from stock dividends or capital increases [1][10]. Group 3: Company Background and Business Operations - Sichuan Hongda Co., Ltd. was established on June 30, 1994, and is primarily engaged in phosphate chemical and non-ferrous metal zinc smelting [4][6]. - The company’s main products include phosphate fertilizers, compound fertilizers, and zinc ingots, with a focus on research, production, and sales [4][6]. Group 4: Financial Information - As of March 31, 2025, the company reported total assets of approximately 227.62 billion RMB and total liabilities of about 188.64 billion RMB [20]. - The company’s revenue for the first quarter of 2025 was approximately 82.16 million RMB, with a net loss of about 3.59 million RMB [20][22]. Group 5: Shareholder Structure - Following the issuance, the total share capital will increase to approximately 2.64 billion shares, with the controlling shareholder remaining Shudao Group [20][23]. - Shudao Group has committed to not transferring or disposing of its shares for 18 months post-listing [20].

Core Viewpoint - The company, Ningbo Jiangfeng Electronic Materials Co., Ltd., is issuing shares to specific investors, which will dilute immediate returns but includes measures to compensate for this dilution [1][4]. Financial Impact Analysis - The total amount raised from the share issuance is expected to be no more than 1,947.83 million yuan [1]. - Post-issuance, the total share capital will increase significantly, leading to a potential short-term dilution of earnings per share (EPS) and return on equity (ROE) [1][4]. - Under the assumption that net profit remains flat compared to 2024, the diluted EPS is projected to decrease from 1.51 yuan to 1.47 yuan [2][3]. - If net profit increases by 20% or 40%, the diluted EPS could rise to 1.77 yuan or 2.06 yuan respectively, indicating a recovery in returns over time [3][4]. Necessity and Rationality of the Issuance - The fundraising project has undergone rigorous evaluation and is deemed necessary for enhancing the company's core competitiveness and sustainable development capabilities [5][6]. - The funds will be directed towards projects that align with the company's existing business in ultra-pure sputtering targets and semiconductor precision components [5][6]. Measures to Mitigate Dilution - The company plans to strengthen the management of raised funds to ensure they are used effectively for the intended projects [7][8]. - There will be a focus on expediting project implementation to achieve benefits as soon as possible [7]. - The company aims to enhance its main business operations to improve profitability and shareholder returns [7][8]. Commitments from Key Stakeholders - The controlling shareholder and management have made commitments to not interfere with company operations or harm its interests, ensuring adherence to the measures designed to mitigate dilution [9][10].

Group 1 - The company plans to issue A-shares to specific investors, including its controlling shareholder, Foshan Electrical Lighting Co., Ltd, with a total fundraising amount not exceeding 981.32 million yuan [1][2] - The issuance will not exceed 30% of the company's total share capital prior to the issuance, amounting to a maximum of 185,543,150 shares [1][2] - Foshan Lighting has committed to subscribe for 116 million yuan of the shares [1] Group 2 - The final issuance price will be determined after approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission, with a minimum price set at 80% of the average trading price over the previous 20 trading days [2][9] - The issuance has been approved by the company's board of directors and will require further approval from the shareholders' meeting and regulatory authorities [2][3] Group 3 - Foshan Lighting holds 21.48% of the company's shares and is considered a related party, making this transaction a related party transaction [6] - The company has disclosed that this transaction does not constitute a major asset restructuring as defined by relevant regulations [3] Group 4 - The transaction aims to provide necessary funding for the company's development, enhancing asset quality and demonstrating the controlling shareholder's confidence in the company's future [14] - The issuance will not change the company's actual control or significantly alter its capital structure, leading to an increase in total assets and net assets while reducing the debt-to-asset ratio [14] Group 5 - The independent directors have reviewed the transaction and found the reasons for the related party transaction to be reasonable and the pricing principles to be fair, ensuring no harm to the interests of other shareholders [14][15]

Core Viewpoint - The company, Guoxing Optoelectronics, plans to issue shares to specific investors to raise funds for its projects, particularly in the Mini/Micro LED and display module production, in response to favorable government policies supporting the LED industry [1][2][5]. Group 1: Background and Purpose of the Issuance - The issuance aims to enhance the company's capital strength, optimize its capital structure, and improve profitability [1][2]. - Recent government policies have encouraged the development of the LED industry, creating a favorable environment for growth [5][6]. - The company intends to use the raised funds for projects that align with national industrial policies and its strategic development direction [8][21]. Group 2: Fund Utilization - The total amount to be raised is expected to be no more than 981.32 million yuan, with the funds allocated to various projects including ultra-high-definition display production and smart health devices [2][8]. - The company has already made financial investments totaling 11.2 million yuan in related projects, which will be accounted for in the total fundraising amount [2][21]. Group 3: Market Opportunities - The LED industry is experiencing stable growth, driven by increasing demand in various sectors such as automotive lighting, consumer electronics, and display technologies [5][6]. - The company is positioned to capitalize on the growing market for Mini LED backlighting technology, which is gaining traction in high-end applications [5][6]. Group 4: R&D and Competitive Advantage - The company has established a strong R&D foundation, with significant investments in innovation and a robust patent portfolio, which supports its competitive edge in the LED market [22][23]. - The company has been recognized for its technological advancements and has received multiple awards for its contributions to the industry [22][24]. Group 5: Financial Impact and Shareholder Considerations - The issuance is expected to increase the company's total assets and net assets, thereby enhancing its financial strength for future development [9][21]. - The company has committed to measures to mitigate the potential dilution of immediate returns for shareholders resulting from the issuance [17][29].