关于欧菲光集团股份有限公司 限制性股票第一个解除限售期解除限售条件成就及 回购注销部分限制性股票事项 的法律意见书 中国 深圳 福田区 益田路 6001 号太平金融大厦 11、12 楼 邮政编码：518038 电话(Tel.)：(0755) 8826 5288 传真(Fax.)：(0755) 8826 5537 网址（Website）：www.sundiallawfirm.com 法律意见书 广东信达律师事务所 关于欧菲光集团股份有限公司 第一个解除限售期解除限售条件成就及回购注销部分限制性股票事 项的法律意见书 信达励字（2025）第083号 致：欧菲光集团股份有限公司 广东信达律师事务所（以下简称"信达"）接受欧菲光集团股份有限公司（以 下简称"欧菲光"或"公司"）的委托，担任公司本次实行 2024 年第一期限制 性股票与股票期权激励计划（以下简称"本股权激励计划""本计划""本激励 计划"）的专项法律顾问。信达根据《中华人民共和国公司法》（以下简称"《公 司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《上市 公司股权激励管理办法》（以下简称"《管理办法》"）等有关法律、法规和规 范性文 ...

Group 1 - The Shanghai Composite Index has recently surpassed the annual high set on March 18, 2025, and is approaching the high from October 8, 2024, indicating a significant market movement [1] - There is a noticeable divergence among various sectors, with banking, agriculture, personal care, military, chemical, transportation, and petrochemical industries showing a higher proportion of stocks exceeding their March 18, 2025 closing prices [1] - Conversely, sectors such as steel, electronics, home appliances, telecommunications, computers, and electrical equipment have a lower proportion of stocks exceeding their March 18, 2025 levels [1] Group 2 - In the secondary industry analysis, financial (banking, insurance, diversified finance), military (naval equipment, ground weaponry), agriculture (animal health, agricultural products, planting, feed), precious metals, personal care products, and chemical pharmaceuticals show a higher proportion of stocks exceeding their March 18, 2025 closing prices [4] - Sectors like home appliances, electrical equipment, TMT (television broadcasting, communication services, consumer electronics, semiconductors, optical electronics), general steel, and machinery (engineering machinery, automation equipment) have a lower proportion of stocks exceeding their March 18, 2025 levels [4] - Comparing to the October 8, 2024 closing prices, banking, motorcycles, military (ground weaponry, aerospace equipment), chemicals (plastics, non-metallic materials), and new consumption (entertainment products, personal care products, retail, accessories) show a higher proportion of stocks exceeding their previous levels [4]

Group 1: Company Overview and Strategic Development - The company plans to invest in a functional film project with an annual production capacity of 6 million square meters to meet the demand for light-adjustable conductive films and optical films [2] - The investment for the functional film project is approximately 822 million yuan, which will be allocated in phases [2] - As of March 31, 2025, the company's debt-to-asset ratio is below 20%, indicating a strong cash flow position [2] Group 2: Product Performance and Market Position - In the previous year, the revenue from light-adjustable conductive films was approximately 70 million yuan, while optical films generated around 30 million yuan [2] - The company anticipates growth in both product lines during the 2024 reporting period, with these products being key areas of expansion [2] - The market penetration rate for panoramic sunroofs in new energy vehicles reached 14.4% in 2024, an increase of 7.7 percentage points year-on-year [3] Group 3: Future Market Demand and Applications - The adoption rate of smart adjustable glass in panoramic sunroof models is expected to exceed 25% by 2024, according to S&P Global Mobility [3] - The company is actively supporting clients in various applications, including AI glasses and smart wearables, although there have been no sales results for AI glasses yet [2] - The company has not disclosed specific future market demand for light-adjustable conductive films due to confidentiality agreements [3]

Business Overview - The company, established in 2002, initially focused on security monitoring and later expanded into the high-end camera market, maintaining a significant market share in Japan [2]. - Transitioned to smartphone business due to rapid smartphone development, entering the North American supply chain in 2012 and evolving into a strategic technology partner for major clients [2][3]. - The company has built six production bases, with significant investments in Vietnam, where a second phase is expected to commence production in the second half of 2023 [2]. Growth Strategies - The company has identified three growth curves: 1. Smartphone business as the first growth curve 2. Automotive electronics as the second growth curve 3. AR glasses as the third growth curve [3][5]. - The smartphone segment, particularly the IRCF infrared cutoff filter, remains a major revenue source, with a strong market presence in the Android client segment [4]. Automotive Electronics - The automotive electronics segment includes products like AR-HUD and laser radar window components, with a leading market share in the domestic AR-HUD market [5]. - Despite pricing pressures in the domestic market, the penetration rate of HUDs continues to rise, especially for AR-HUDs, indicating potential for improved profitability as overseas clients ramp up production [5]. AR Glasses Development - The AR glasses segment is still in the R&D phase, with significant potential due to high hardware costs [5][9]. - The company is focusing on developing core optical components for AR glasses, with ongoing collaborations with leading tech firms [9][10]. Future Outlook - The year 2025 is seen as a pivotal year for the company, marking a strategic transition and the opening of new development avenues [6]. - The company aims for a revenue growth target of 0% to 30% in 2025, indicating a focus on strategic adjustments over the next 1-2 years [11].

Market Overview - The A-share market showed slight fluctuations on June 27, with the Shanghai Composite Index up by 0.05%, the Shenzhen Component Index up by 0.29%, and the ChiNext Index up by 0.37% [1] - Dongfang Securities noted that maintaining stability in the capital market has become a clear policy goal, with the domestic economic fundamentals remaining stable and improving, leading to a recovery in market risk appetite [1][7] Sector Performance - The Xiaomi automotive sector experienced significant gains, with Kaizhong Co. hitting the daily limit, and Haitai Technology and Fute Technology also rising [1][3] - AI glasses concept stocks were active, with Zhongguangxue hitting the daily limit for three consecutive days, and other stocks like OFILM and Sitake also seeing increases [1] Institutional Insights - Shenwan Hongyuan indicated that a short-term consolidation is needed, but a significant drop is not expected. The focus is on potential capital expenditure increases from internet giants in July and August [6] - Dongfang Securities highlighted that July's performance will be a key factor for stock price movements, with bank stocks showing strength and several reaching historical highs [7] - According to Everbright Securities, the market may return to index fluctuations and sector rotation after a period of continuous gains, with a lack of new catalysts [8]

《深圳证券交易所股票上市规则》、 《深圳证券交易所上市公司自律监 管指引第 1 号——主板上市公司规范运作》和《亚世光电（集团）股份有限公司 章程》 亚世光电（集团）股份有限公司 第一章 总则 第一条 为了规范亚世光电（集团）股份有限公司(以下简称"公司")与控 股股东、实际控制人及其他关联方的资金往来，最大程度保护投资者合法权益， 避免控股股东、实际控制人及其他关联方资金占用行为的发生，根据《中华人民 《上市公司监管指引第 8 号——上市公司资金往来、对外担保的 共和国公司法》、 监管要求》、 （以下简称"《公司章程》"）以及其他法律、法规及规范性文件的有关规定， 制定本制度。 第二条 公司及纳入公司合并会计报表范围的子公司与控股股东、实际控制 人及其他关联方之间资金往来适用本制度。 除本条规定外，本制度所称的公司均指公司及纳入公司合并会计报表范围的 子公司。 第三条 本制度所称资金占用包括但不限于：经营性资金占用和非经营性资 金占用。经营性资金占用是指控股股东、实际控制人及其他关联方通过采购、销 售等生产经营环节的关联交易产生的资金占用；非经营性资金占用是指公司为控 股股东、实际控制人及其他关联方垫支工资 ...

Core Viewpoint - The company plans to invest approximately 822 million yuan in a new production project for functional films, which is expected to enhance its production capacity and meet market demand [1] Investment Details - The investment will be made by the company's wholly-owned subsidiary, Zhejiang Riju, using self-owned or self-raised funds [1] - The project aims to produce 6 million square meters of functional films annually, including adjustable conductive films, optical films, and supporting coating products [1] - The expected construction period for the project is 24 months [1] Strategic Alignment - The implementation of this project is aligned with the company's overall business layout and long-term development strategy [1] - The investment will help avoid risks associated with insufficient production capacity, which could lead to loss of business orders [1] Financial Allocation - The investment funds will primarily cover land acquisition, construction of factories and production workshops, production equipment investment, and working capital [1]

Investment Rating - The report assigns a "Buy" rating for the company with a target price of 28.81 CNY, corresponding to a market capitalization of 6.425 billion CNY [5][38]. Core Insights - The company is expected to benefit significantly from the launch of Nintendo Switch 2, with a diversified layout in full-scene display modules and a strong technological reserve in Mini/Micro-LED [4][37]. - The company has successfully transitioned from a focus on mobile backlighting to mid-size products, enhancing its revenue structure with high-margin gaming and tablet products [2][29]. Company Overview - Shenzhen Nanjiguang Electronic Technology Co., Ltd. was established in 2009, focusing on the R&D, production, and sales of LED backlight products, with applications in smartphones, tablets, gaming, automotive displays, and medical devices [1][12]. - The company has a stable ownership structure, with the founders holding a combined 39.03% of shares, ensuring control and liquidity [1][14]. Business Transformation and Growth Engines - The company is shifting from traditional mobile backlighting, which saw a revenue share drop from 91.15% in 2022 to lower levels due to declining LCD market share and increased competition [2][27]. - In 2024, the company became the exclusive supplier of backlight modules for the Nintendo Switch 2, meeting stringent technical requirements and driving a shift towards higher-margin products [2][29]. Financial Performance - The company faced a downturn from 2020 to 2023, with a net loss of 305.25 million CNY in 2023, but is projected to return to profitability in 2024 with a net profit of 20.63 million CNY [3][39]. - The gross margin is expected to improve significantly, rising from -3.47% in 2023 to 16.24% in 2024 and 26.97% in Q1 2025 [3][39]. Investment Recommendations - The company is anticipated to achieve net profits of 257 million CNY, 353 million CNY, and 457 million CNY from 2025 to 2027, benefiting from the anticipated sales of the Switch 2 exceeding expectations [4][38]. - The report highlights the potential for the company to expand its influence in the industry and attract high-end clients due to its successful collaboration with Nintendo [4][38].

| | | A股董秘学历分布及对比 | | | | --- | --- | --- | --- | --- | | | 杰出董秘 | | 全部A股 | | | 学历 | 人数(人) | 足比 | 人数(人) | 早比 | | 高中及以下 | 1 | 0.40% | 21 | 0.39% | | 大专及本科 | 90 | 36.00% | 2638 | 48.60% | | 硕士及以上 | 156 | 62.40% | 2694 | 49.63% | 在资本市场的舞台上，董秘扮演着至关重要的角色。他们不仅是上市公司与投资者之间的桥梁，更是公 司价值传播、投资者沟通与公司治理的关键角色。 高水准传播公司价值 合规、透明的信息披露是上市公司董秘的重要工作之一，是向投资者传递公司价值的重要途径。杰出董 秘在信息披露合规性方面表现出色，250位董秘的信披评级均为"A"或"B"，其中112位董秘获得了最高 的"A级"评级，占比接近一半。这一比例充分体现了获奖董秘在信息披露工作中的卓越表现和专业能 力。 证券时报社主办的"中国上市公司投资者关系管理天马奖"活动迄今已举办16届，持续关注董秘这一职业 群体的发展现状及特点。近 ...

Market Overview - A-shares continued to rebound, with the financial and defense sectors leading the gains [1][4] - The Shanghai Composite Index rose by 0.28%, the Shenzhen Component increased by 0.64%, and the ChiNext Index climbed by 1.34% [4] Financial Sector - The multi-financial, securities, and internet insurance sectors saw significant gains, with Dongfang Caifu (300059) up by 4.63% and achieving a trading volume of 12.245 billion yuan [1] - Hong Kong's brokerage sector experienced a surge, with Guotai Junan International rising by 68.55% after receiving approval to upgrade its securities trading license to include virtual asset trading services [3][4] Defense and Military Industry - The defense and military sectors, including military equipment and electronics, saw substantial increases [4] Earnings Reports - Recent earnings reports began to surface, with Tailin Micro announcing an expected revenue of approximately 503 million yuan for the first half of the year, a year-on-year increase of about 37%, and a net profit of around 99 million yuan, representing a growth of approximately 267% [7][8] - Analysts noted that stocks with better-than-expected mid-year earnings forecasts have been leading the market in recent years [9] Solid-State Battery Sector - The solid-state battery sector showed strength, with companies like Qianxun Technology and Yintu Network experiencing significant gains, and leading stock Guoxuan High-Tech rising over 7% [12] - Recent developments included Quantumscape's announcement of a successful integration of its membrane technology, leading to a stock price increase of over 30% [14] - The solid-state battery market is projected to exceed 200 billion yuan globally by 2030, with rapid growth expected in the domestic market by 2027 [15] AI Sector - The AI sector demonstrated active performance, with leading stocks in the PCB sector, such as Shenghong Technology, rising over 5% and reaching historical highs [17] - The entire computing power industry chain is expected to benefit from policy support, market demand growth, and technological innovation, making the outlook for this sector promising [17]