Core Viewpoint - Goer Group (歌尔股份) has decided to terminate the acquisition of 100% equity in Mega Precision Technology Limited and Channel Well Industrial Limited for approximately HKD 10.4 billion (around RMB 9.5 billion) due to the inability to reach consensus on key terms with the transaction counterparties [1][3][4]. Group 1: Acquisition Termination - The company actively pursued the acquisition, conducting due diligence, audits, and evaluations, but failed to agree on critical terms with the counterparties [3][4]. - The acquisition was initially aimed at strengthening the company's competitiveness in the precision components sector and enhancing vertical integration capabilities [4]. Group 2: Future Strategies - The company plans to continue its strategic goals through internal development and diversified investments and acquisitions to promote long-term healthy growth and enhance shareholder value [5]. Group 3: Ongoing Transactions - Goer Group is advancing a significant transaction involving its subsidiary, Goer Optical, to enhance its core competitiveness in wafer-level micro-nano optical devices, supporting future developments in AI smart glasses and AR [6][7]. - Goer Optical intends to increase its registered capital by RMB 530 million to acquire 100% equity in Shanghai Aolai for a transfer price of RMB 1.903 billion, with the transfer price exceeding the new registered capital amount [6][7]. Group 4: IPO Progress - Goer Microelectronics, a subsidiary of Goer Group, has submitted its second IPO application to the Hong Kong Stock Exchange this year, with several financial institutions acting as joint sponsors [8]. - The company reported revenues of approximately RMB 3.121 billion, RMB 3.001 billion, RMB 4.536 billion, and RMB 1.120 billion for the years 2022, 2023, 2024, and the first three months of 2025, respectively [8]. - Goer Microelectronics is positioned as the fifth-largest provider of smart sensing interaction solutions globally, with a market share of 2.2%, and has shipped over 5 billion sensors [10].

Core Viewpoint - Goer Group (歌尔股份) announced the termination of its acquisition of Mega Precision Technology Limited and Channel Well Industrial Limited for approximately HKD 10.4 billion (around RMB 9.5 billion) due to the inability to reach consensus on key terms with the transaction counterparties [2][4][5]. Group 1: Acquisition Details - The acquisition was initially aimed at strengthening the company's competitiveness in the precision components sector and enhancing vertical integration capabilities [5]. - During the acquisition planning phase, the company conducted due diligence, audits, and evaluations, and engaged in multiple rounds of discussions with the counterparties [4][5]. - The decision to terminate the acquisition was made after careful consideration and amicable negotiations with the counterparties to protect the rights of the company and its shareholders [4][5]. Group 2: Future Strategies - The company plans to continue pursuing its strategic objectives through internal development and diversified investment and acquisition strategies to promote long-term healthy growth and enhance overall company value [6]. - Goer Group is actively working on enhancing its competitiveness in wafer-level micro-nano optical devices, which supports future developments in AI smart glasses and AR technology [8]. Group 3: IPO and Financial Performance - Goer Microelectronics, a subsidiary of Goer Group, has submitted its second IPO application to the Hong Kong Stock Exchange this year, with several financial institutions acting as joint sponsors [10]. - The financial performance of Goer Microelectronics shows projected revenues of approximately RMB 31.21 million, RMB 30.01 million, RMB 45.36 million, and RMB 11.20 million for the years 2022, 2023, 2024, and the first three months of 2025, respectively [10]. - Goer Microelectronics is positioned as the fifth largest provider of smart sensing interaction solutions globally, with a market share of 2.2% and has shipped over 5 billion sensors [12].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表明概不會就本公告全部或任何部份內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 SUNNY OPTICAL TECHNOLOGY (GROUP) COMPANY LIMITED 舜 宇 光 學 科 技（ 集 團 ）有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：2382.HK） 1 (1) 舜宇浙江光學； (2) 寧波奧來； (3) 上海奧來； (4) 歌爾股份；及 (5) 歌爾光學。 最終協議之主要條款 根據諒解備忘錄，訂約方同意進一步磋商，以就認購事項訂立最終協議，其主要 條款如下： 先決條件 內幕消息 諒解備忘錄 本公告乃由舜宇光學科技（集團）有限公司根據上市規則第13.09條及香港法例第 571章證券及期貨條例第XIVA部項下內幕消息條文（定義見上市規則）而作出。 諒解備忘錄 董事會欣然宣佈，於二零二五年八月二十一日（交易時段後），本集團若干成員公 司與歌爾股份及歌爾光學訂立諒解備忘錄。 諒解備忘錄 諒解備忘錄訂約方 諒解備忘錄項下擬進行之認購事項的完成，須待（ ...