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菲菱科思: 国信证券股份有限公司关于深圳市菲菱科思通信技术股份有限公司使用部分超募资金投资建设新项目的核查意见
Zheng Quan Zhi Xing· 2025-07-08 16:19
Core Viewpoint - The company plans to utilize part of the excess funds raised from its IPO to invest in a new project aimed at enhancing its product offerings and operational efficiency in the optical communication sector [5][14][16]. Fundraising Overview - The company raised a total of RMB 960.48 million from its IPO, with a net amount of RMB 881.39 million after deducting issuance costs [2]. - The IPO involved issuing 13,340,000 shares at a price of RMB 72.00 per share, with the shares listed on the Shenzhen Stock Exchange on May 26, 2022 [1]. Investment Project Details - The new project involves the construction of access network equipment for optical communication transmission systems, with a total planned investment of RMB 153.10 million [5][6]. - The project is expected to have an internal rate of return of 24.73% and a payback period of 3.51 years, indicating strong economic benefits [5]. Market and Industry Analysis - The optical communication equipment market is projected to grow at a compound annual growth rate (CAGR) of 12%, driven by increasing demand in data centers, smart manufacturing, and smart cities [7]. - The demand for optical communication is expected to rise due to the rapid development of technologies such as 5G, IoT, and cloud computing, which require robust data transmission capabilities [6][10]. Project Feasibility and Necessity - The project aligns with national policies promoting the deployment of gigabit optical networks and is expected to enhance the company's strategic positioning in the optical communication industry [11][14]. - The implementation of this project is deemed feasible and necessary to meet the growing market demands and to optimize the company's product structure [11][12]. Impact on Company - The investment in the new project is anticipated to improve the company's overall competitiveness, expand its product line, and enhance its revenue structure [14][16]. - The project will not adversely affect the normal operations of the company or the interests of its shareholders, as it is in line with the company's development strategy [14][16]. Regulatory Compliance - The company has established a special account for the management of the raised funds and will adhere to relevant regulations and guidelines to ensure proper usage [15][16]. - The board of directors and the supervisory board have approved the use of excess funds for the new project, confirming compliance with legal and regulatory requirements [16][17].
菲菱科思: 深圳市菲菱科思通信技术股份有限公司内部审计管理制度
Zheng Quan Zhi Xing· 2025-07-08 16:08
内部审计管理制度 第一章 总则 第一条 目标和依据 为规范深圳市菲菱科思通信技术股份有限公司(以下简称"公司")内部 审计工作,保证内部审计质量,明确内部审计机构和内部审计人员的责任,同 时为了提高企业运营管理水平和风险防范能力。根据《企业内部控制基本规范》 《内部审计基本准则》《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》《深圳市菲菱科思通信技术股份有限公司章程》(以 下简称"《公司章程》")等其他法律、法规、规章、规范性文件的有关规定, 结合公司实际情况,制定本制度。 深圳市菲菱科思通信技术股份有限公司 第二条 定义 本制度所称内部审计,是指由公司内部审计机构或人员通过运用系统、规 范的方法,对公司经济业务活动、内部控制和风险管理的适当性和有效性进行 审核和评价的一种独立、客观的确认和咨询活动,以促进公司完善治理、增加 价值和实现目标。 本制度所称内部控制,是指由公司董事会、高级管理人员和全体员工为实 现"合理保证公司经营管理合法合规、资产安全、财务报告及相关信息真实完 整,提高经营效率和效果,促进企业实现发展战略"目标的过程。 第三条 适用范围 本制度适用于公司、全资子公司 ...
菲菱科思: 深圳市菲菱科思通信技术股份有限公司防止控股股东、实际控制人及关联方占用公司资金的制度
Zheng Quan Zhi Xing· 2025-07-08 16:08
Core Viewpoint - The company has established a system to prevent the controlling shareholders, actual controllers, and related parties from occupying company funds, ensuring the protection of the company's and stakeholders' legitimate rights and interests [1][2]. Group 1: Definitions and Scope - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder meetings despite holding less than 50% [2]. - The actual controller is defined as a person who can actually control the company's actions through investment relationships, agreements, or other arrangements [2]. - Related parties are defined according to relevant laws and regulations, including both legal entities and natural persons [2]. Group 2: Prevention Measures - The company prohibits any form of fund occupation by controlling shareholders, actual controllers, and related parties during operational fund transactions [3]. - The company is not allowed to provide funds directly or indirectly to controlling shareholders, actual controllers, and related parties for various expenses, including salaries, loans, and investments without proper transaction backgrounds [3][4]. - The company must implement strict measures to prevent non-operational fund occupation and establish a long-term mechanism to address such issues [3][4]. Group 3: Responsibilities and Oversight - The company is required to conduct self-inspections regarding fund transactions with controlling shareholders and related parties, and rectify any identified issues promptly [5]. - The chairman of the company is designated as the primary responsible person for preventing fund occupation [5]. - The finance department must regularly check for non-operational fund transactions and ensure compliance with decision-making procedures [5][6]. Group 4: Accountability and Penalties - Directors and senior management who assist or condone fund occupation by controlling shareholders or related parties may face disciplinary actions, including dismissal and legal liability for any losses incurred by the company [7][8]. - The company will impose administrative and economic penalties on responsible individuals for any adverse effects caused by non-operational fund occupation or violations of the established system [8]. Group 5: Miscellaneous Provisions - The system will take effect upon approval by the board of directors and will be interpreted and revised by the board [9].
IPO失败后业绩骤降,这家公司寻求被A股公司并购
中国基金报· 2025-07-08 16:01
【导读】光韵达拟收购亿联无限 56% 股权,后者 IPO 失败,业绩、估值双双大缩水 中国基金报记者 南深 IPO 前业绩高增, IPO 撤回后业绩立马跳水,但冲刺资本市场之心不死。为此,深圳市亿联 无限科技有限公司(以下简称亿联无限) " 曲线救国 " ,找到了 A 股公司光韵达,不过估值 相比 IPO 的 " 要价 " ,已经大打折扣。 7 月 8 日晚,光韵达公告,拟以现金方式收购陈政和深圳市博远智联管理咨询合伙企业(有 限合伙)(以下简称博远智联)所持亿联无限合计 56.0299% 股权。本次交易最终完成后, 光韵达将持有亿联无限 56.0299% 股份,取得对标的公司的控制权,标的公司将纳入公司合 并报表范围。 亿联无限曾在 2023 年 6 月提交 IPO 材料,拟冲刺创业板,但在 2024 年 3 月收到二轮问 询后很快撤回, IPO 宣告终止。结合亿联无限彼时招股书披露的数据和此次光韵达披露的财 务数据,亿联无限业绩在 2024 年出现了断崖式下滑,与 IPO 报告期内的高增长形成鲜明反 差。 另外,记者注意到,今年 4 月 16 日光韵达其实已经公告过收购亿联无限的意向协议书,彼 时收购比例 ...
关注AI算力机遇,通信板块大涨,通信ETF(515880)收涨超4.6%
Mei Ri Jing Ji Xin Wen· 2025-07-08 14:51
Group 1 - The communication sector experienced a significant increase, with the communication ETF (515880) rising over 4.6% on July 8 [1] - The demand for high-speed optical modules is expected to enhance the industry's profitability, driven by the rise of large models and generative AI applications, which are expanding the AI server market [1] - According to Lightcounting's forecast, the market size for 800G Ethernet optical modules is projected to exceed $40 billion by 2025, with the overall market for 800G and 1.6T optical modules expected to surpass $16 billion by 2029 [1] Group 2 - Chinese optical module manufacturers have been increasing their global market share, with the latest 2024 global optical module TOP10 list showing Chinese firms occupying 7 out of 10 positions [1] - The communication ETF (515880) tracks the communication equipment index and includes listed companies involved in communication equipment manufacturing and technology services, reflecting the overall performance of the sector [1] - The optical module weight in the communication ETF (515880) is nearly 30%, positioning it to benefit significantly from the current AI wave [1]
开源证券晨会纪要-20250708
KAIYUAN SECURITIES· 2025-07-08 14:41
2025 年 07 月 09 日 开源晨会 0709 ——晨会纪要 沪深300 及创业板指数近1年走势 -16% 0% 16% 32% 48% 64% 2024-07 2024-11 2025-03 沪深300 创业板指 晨 会 纪 数据来源:聚源 昨日涨跌幅前五行业 | 行业名称 | 涨跌幅(%) | | --- | --- | | 通信 | 2.892 | | 电力设备 | 2.303 | | 电子 | 2.272 | | 建筑材料 | 2.125 | | 传媒 | 1.730 | | 数据来源:聚源 | | 昨日涨跌幅后五行业 | 行业名称 | 涨跌幅(%) | 行业公司 | | --- | --- | --- | | 公用事业 | -0.374 | | | 银行 | -0.243 | -20250708 | | 家用电器 | 0.215 | | | 交通运输 | 0.223 | | | 医药生物 | 0.307 | | | 数据来源:聚源 | | | 吴梦迪(分析师) wumengdi@kysec.cn 证书编号:S0790521070001 观点精粹 总量视角 【宏观经济】工业生产趋缓,地产成交趋弱 ...
专网通信造假再发酵:瑞斯康达实控人采取刑事强制措施,扭亏之路遇重创
Sou Hu Cai Jing· 2025-07-08 14:17
Core Viewpoint - A significant financial fraud case involving over 900 billion yuan has affected more than ten listed companies, with key figures from Ruisi Kanda being criminally detained, leading to a sharp decline in the company's stock price [1][3]. Group 1: Company Overview - Ruisi Kanda's chairman and general manager, Li Yuejie, along with director Zhu Chuncheng, have been subjected to criminal coercive measures by the Beijing Public Security Bureau for suspected violations of information disclosure laws [3]. - The company has faced continuous losses, with net profits exceeding 100 million yuan in losses for two consecutive years, indicating a dire need for transformation [2][10]. Group 2: Financial Misconduct Details - The financial misconduct dates back to 2018, where Ruisi Kanda's subsidiary engaged in a fictitious self-circulation business under the guise of a specialized network communication operation, resulting in inflated revenues and profits [5][6]. - The company reported a total inflated revenue of approximately 633 million yuan and a profit total of about 117 million yuan over two years due to this fraudulent activity [7]. Group 3: Recent Financial Performance - In 2024, Ruisi Kanda reported revenues of 1.382 billion yuan, a decrease of 14.99% year-on-year, with a net loss of 122 million yuan, although the loss narrowed compared to previous years [10]. - The first quarter of 2025 saw a dramatic decline in performance, with revenues of 250 million yuan, down 34.89% year-on-year, and a net loss of approximately 19.37 million yuan, reflecting a year-on-year decline of 195.18% [10]. Group 4: Management Changes - Following the financial scandal, the company appointed vice president Han Meng as the acting chairman and general manager instead of the current actual controller, Ren Jianhong, who was also involved in the misconduct but faced lesser penalties [8][9].
中证高端装备细分50指数上涨0.87%,前十大权重包含海格通信等
Jin Rong Jie· 2025-07-08 13:38
Core Viewpoint - The China Securities High-end Equipment Sub-index (High-end Equipment Sub-index 50) has shown significant growth, reflecting the performance of listed companies in the aerospace and high-end equipment sectors [1][2] Group 1: Index Performance - The High-end Equipment Sub-index 50 increased by 0.87%, closing at 2645.67 points, with a trading volume of 20.941 billion yuan [1] - Over the past month, the index has risen by 5.93%, by 19.68% over the last three months, and by 7.66% year-to-date [1] Group 2: Index Composition - The index comprises 50 representative listed companies involved in aerospace equipment manufacturing, aerospace power and control systems, microwave radar, satellite navigation, optoelectronic infrared, communication equipment, electronic components, information security, and aerospace materials [1] - The top ten weighted companies in the index are: AVIC Shenyang Aircraft (8.29%), AVIC Optoelectronics (6.37%), Aero Engine Corporation of China (6.24%), AVIC Xi'an Aircraft (4.75%), AVIC Aircraft (3.62%), China Great Wall (3.51%), Aerospace Electronics (3.37%), Haige Communication (3.25%), AVIC Chengfei (3.08%), and Western Superconducting (2.89%) [1] Group 3: Market and Sector Breakdown - The market distribution of the index holdings shows that the Shanghai Stock Exchange accounts for 54.46%, the Shenzhen Stock Exchange for 45.21%, and the Beijing Stock Exchange for 0.34% [2] - In terms of industry composition, industrials represent 73.65%, materials 10.47%, communication services 8.15%, and information technology 7.74% [2] Group 4: Index Adjustment and Fund Tracking - The index samples are adjusted semi-annually, with adjustments occurring on the next trading day after the second Friday of June and December each year [2] - Public funds tracking the High-end Equipment Sub-index include: Harvest CSI High-end Equipment Sub-index 50 Link A, Harvest CSI High-end Equipment Sub-index 50 Link C, and Harvest CSI High-end Equipment Sub-index 50 ETF [2]
光韵达收购亿联无限56.03%股权 正式切入通信设备赛道
Zheng Quan Shi Bao Wang· 2025-07-08 13:25
Group 1 - The core point of the news is that Guangyun Da has acquired a 56.03% stake in Yilian Wuxian Technology for 350 million yuan, marking its entry into the communication equipment manufacturing sector and supporting its global expansion strategy [1] - The acquisition aligns with the regulatory environment, as the China Securities Regulatory Commission is promoting mergers and acquisitions, particularly for technology companies, to enhance their global presence [2] - Yilian Wuxian, a high-tech company with recognized technology and global market potential, has committed to achieving specific profit targets from 2025 to 2027, providing a solid basis for the acquisition's valuation [3] Group 2 - Guangyun Da currently relies on the domestic market for over 90% of its revenue, and this acquisition will help diversify its business and establish a global operational framework [4] - The company has sufficient cash reserves, with 384 million yuan expected by the end of 2024, and has initiated a fundraising effort to support its liquidity, indicating strong confidence in its global strategy [4] - This acquisition is seen as a critical step for Guangyun Da in transitioning from "Made in China" to "Intelligent Manufacturing Globally," which is expected to enhance its risk resilience and profitability in the long term [4]
光韵达: 关于以现金方式收购深圳市亿联无限科技有限公司控制权暨签署购买资产协议的公告
Zheng Quan Zhi Xing· 2025-07-08 13:15
Transaction Overview - The company plans to acquire 56.0299% equity of Shenzhen Yilian Infinite Technology Co., Ltd. for cash, with a total valuation of 628 million RMB [1][2] - The acquisition will grant the company control over Yilian Infinite, which will be included in the company's consolidated financial statements after completion [1][2] - The transaction requires approval from the company's shareholders' meeting due to the significant net profit of Yilian Infinite exceeding 50% of the company's audited net profit for the last fiscal year [2] Transaction Parties - The seller of the equity is Chen Zheng, who has no direct or indirect shareholding in the company and is not associated with any major stakeholders [2][4] - The other party involved is Shenzhen Boyuan Zhili Management Consulting Partnership (Limited Partnership), which also has no direct or indirect shareholding in the company [4] Target Company Information - Shenzhen Yilian Infinite Technology Co., Ltd. was established on September 10, 2012, with a registered capital of 41.2876 million RMB [3][5] - The company specializes in the research, development, production, and sales of broadband access equipment and wireless network devices [14] - As of April 30, 2025, Yilian Infinite reported total assets of 307.99 million RMB and a net profit of 9.7977 million RMB for the first four months of 2025 [11][12] Financial Assessment - The total equity value of Yilian Infinite was assessed at 628.8346 million RMB, with a significant increase in net asset value compared to its book value [12][13] - The asset-based valuation indicated a total asset value of 360.86 million RMB, with a net asset value of 161.01 million RMB [13] - The revenue method assessment showed a substantial increase in equity value, reflecting a 290.56% increase over the book net asset value [13][14] Transaction Agreement Details - The transaction price was negotiated based on the assessed value, with the cash payment structured to be completed within 60 working days after the agreement takes effect [17][18] - The agreement includes provisions for the transfer of equity and the management of the target company's operational assets post-acquisition [18]