Core Viewpoint - Zhiyang Innovation (688191.SH) has decided to terminate its major asset restructuring plan to acquire controlling interest in Shenzhen Lingming Photon Technology Co., Ltd. due to failure to reach consensus on key transaction terms amid changing market conditions. The company's stock resumed trading on February 26, 2026, after being suspended since February 4, 2026 [1][2]. Group 1: Termination of Major Asset Restructuring - The company announced the termination of the major asset restructuring plan, which involved issuing ordinary shares, convertible bonds, and cash to acquire control of Lingming Photon [1][2]. - The decision to terminate was made after careful consideration, as the company and related parties could not agree on core transaction terms despite ongoing discussions [2]. - The termination will not adversely affect the company's business operations, financial status, or the interests of shareholders, particularly minority shareholders [2]. Group 2: Strategic Investment Agreement - On February 25, 2026, the company signed a strategic investment intention agreement with Lingming Photon, agreeing to invest approximately 300 million yuan in cash to acquire a minority stake in the company [3][4]. - The pre-investment valuation of Lingming Photon is estimated to be between 2.7 billion yuan and 3 billion yuan, with the company expected to hold approximately 9.09% to 10% of the shares post-investment [3]. - The investment will allow the company to nominate a board candidate and hold veto rights on major decisions, although it does not aim to gain control over Lingming Photon [3][4]. Group 3: Financial Performance of Lingming Photon - Lingming Photon reported revenues of 51.38 million yuan and 113.77 million yuan for the years 2024 and 2025, respectively, with net losses of 92.97 million yuan and 53.50 million yuan for the same periods [5][6]. - The company's total assets increased from 256.80 million yuan in 2024 to 281.48 million yuan in 2025, while owner’s equity decreased from 184.12 million yuan to 161.33 million yuan [6][7]. Group 4: Synergies and Strategic Importance - The company’s product portfolio includes industrial models, intelligent perception terminals, and smart drones, which align with Lingming Photon’s technology, creating potential synergies in supply chain and market [7]. - The strategic investment is seen as a way to strengthen the supply chain, enhance research and development capabilities, and accelerate the implementation of smart terminal products [7].

Core Viewpoint - Zhiyang Innovation has decided to terminate its major asset restructuring plan to acquire control of Lingming Photon due to disagreements on core transaction terms, but will proceed with a strategic investment and collaboration with Lingming Photon [1][2]. Group 1: Investment Details - Zhiyang Innovation signed a Strategic Investment Intent Agreement with Lingming Photon, planning to invest approximately 300 million RMB, with Lingming Photon’s pre-investment valuation estimated between 2.7 billion to 3 billion RMB [6][15]. - Post-investment, Zhiyang Innovation is expected to hold approximately 9.09% to 10.00% of Lingming Photon’s shares and will have the right to nominate one board candidate and veto any overall sale of Lingming Photon [7][17]. Group 2: Financial Overview of Lingming Photon - Lingming Photon, established in 2018, focuses on high-quality dToF sensor chips and solutions, with total assets projected to be approximately 281 million RMB by the end of 2025, and revenues of 51.38 million RMB and 114 million RMB for 2024 and 2025, respectively [7][8]. - Despite revenue growth, Lingming Photon is expected to incur losses, with net profits projected at -92.97 million RMB for 2024 and -53.50 million RMB for 2025 [7][8]. Group 3: Strategic Collaboration - The agreement outlines four areas of strategic cooperation, including joint R&D on laser radar chips and modules, leveraging Zhiyang Innovation's data and Lingming Photon’s design expertise [9][19]. - Both companies aim to enhance the application of laser radar technology in smart inspection services and prioritize mutual capital and equity cooperation to support Lingming Photon’s funding and governance [10][19]. Group 4: Zhiyang Innovation's Performance - For the first three quarters of 2025, Zhiyang Innovation reported revenues of 753 million RMB, a year-on-year increase of 11.38%, and a net profit of approximately 45.94 million RMB, up 24.97% year-on-year [10][19]. - The company's market capitalization before the suspension was approximately 8.898 billion RMB [10].

Core Viewpoint - Zhiyang Innovation has decided to terminate its major asset restructuring plan due to the inability to reach an agreement on core terms with the counterpart, Shenzhen Lingming Photon Technology Co., Ltd. The company will now proceed with a cash investment of 300 million yuan in Lingming Photon instead [1][2]. Group 1: Termination of Major Asset Restructuring - Zhiyang Innovation announced the termination of its major asset restructuring plan, which involved acquiring control of Lingming Photon through stock issuance and other means [2][3]. - The decision to terminate was influenced by changes in the market environment, which prevented both parties from agreeing on key transaction terms [2][3]. - Following the termination, Zhiyang Innovation signed a Strategic Investment Intent Agreement to invest 300 million yuan in Lingming Photon through cash and potential equity purchase [2][3]. Group 2: Investment Details - The investment amount of 300 million yuan is expected to come from the company's own and raised funds, and it is not anticipated to constitute a major asset restructuring or related party transaction [2][3]. - Lingming Photon is valued between 2.7 billion yuan and 3 billion yuan, and after the investment, Zhiyang Innovation will hold approximately 9.09% to 10.00% of Lingming Photon’s shares [2][3]. Group 3: Strategic Importance - The investment is characterized as a strategic industrial investment aimed at strengthening the supply chain and enhancing research and development capabilities for Zhiyang Innovation [6]. - Zhiyang Innovation's product portfolio includes industrial models, intelligent perception terminals, and intelligent drones, which align with Lingming Photon’s technology and market [6]. - Lingming Photon is a provider of high-quality dToF (direct time-of-flight) sensor chips and systems, focusing on improving machine vision capabilities for various applications [6]. Group 4: Financial Performance of Lingming Photon - Lingming Photon is currently operating at a loss, with projected revenues of 51.38 million yuan in 2024 and 114 million yuan in 2025, alongside net losses of 92.97 million yuan and 53.50 million yuan for the same years [6][7]. - The total assets of Lingming Photon are expected to reach approximately 281.48 million yuan by the end of 2025, with owner equity projected at around 161.33 million yuan [7].