智通财经APP讯，歌尔股份(002241.SZ)公告，公司于近日与交易相关方签署了谅解备忘录，拟由子公司 歌尔光学科技有限公司("歌尔光学")以向交易对方增发股份的方式，取得交易对方持有的舜宇奥来微纳 光学(上海)有限公司与舜宇奥来微纳光电信息技术(上海)有限公司(合称"上海奥来")100%股权。预计本 次交易完成后，上海奥来将成为歌尔光学的全资子公司，上海奥来原股东将持有歌尔光学约1/3的股 权，歌尔光学原股东将持有歌尔光学约2/3的股权，公司仍将是歌尔光学第一大股东。 据悉，本次交易标的上海奥来，作为舜宇光学科技(集团)有限公司下属的从事光波导、超表面器件、衍 射光学器件等晶圆级微纳光学器件产品业务的主体公司，在相关领域内同样深耕多年，具备经验丰富的 核心技术团队和优秀的技术竞争力，并已围绕光波导器件等相关产品，在上海等地进行了规模化的固定 资产购建和相关设备投资。 通过本次交易，一方面，可以促成歌尔光学和上海奥来实现优势互补，显著增强歌尔光学的核心竞争 力，进一步巩固其在光波导等晶圆级微纳光学器件领域内的竞争优势。另一方面，本次歌尔光学通过增 发股份的方式合并上海奥来，既可以取得上海奥来已经购建的相关固 ...

Investment Rating - The investment rating for the company is "Accumulate" [4][7]. Core Views - The acquisition of Shanghai Aolai by Goer Group through its subsidiary Goer Optical is expected to enhance its core competitiveness in XR glasses and micro-nano optical devices [1][2]. - The transaction will allow Goer Optical to leverage Shanghai Aolai's established assets and technology, alleviating financial pressures and accelerating production capacity in the micro-nano optical device sector [3]. Financial Projections - Revenue forecasts for 2025-2027 are projected at 100.239 billion, 115.969 billion, and 134.427 billion yuan, with year-on-year growth rates of -0.7%, +15.7%, and +15.9% respectively [4][9]. - Net profit estimates for the same period are 3.401 billion, 4.239 billion, and 5.334 billion yuan, reflecting year-on-year growth rates of +27.6%, +24.6%, and +25.8% [4][9]. - Earnings per share (EPS) are expected to be 0.97, 1.21, and 1.53 yuan for 2025, 2026, and 2027 respectively, with corresponding price-to-earnings (PE) ratios of 30.66x, 24.60x, and 19.55x [7][9]. Company Overview - Goer Optical has a strong focus on precision optical components and has established a competitive edge in the field of optical waveguide devices [2]. - The company has been actively pursuing external mergers and acquisitions to deepen its vertical integration capabilities [2].

Group 1: Semiconductor Optical Business - The company's semiconductor optical business revenue for 2024 is approximately 17.7 million yuan, with ongoing efforts to expand customer cooperation and enhance technical exchanges [1][2] - The semiconductor optical business includes applications in lithography, packaging testing, and measurement, focusing on both mature and advanced processes [2] Group 2: Precision Processing Equipment - The company has invested in advanced processing equipment such as ion beam and magnetorheological polishing to meet high precision requirements in semiconductor and aerospace applications [3] - The advanced manufacturing process center has been established to enhance precision processing capabilities, although current utilization rates of these advanced machines are low due to product size differences [3] Group 3: Talent Development - As of the end of 2024, the company has over 700 employees, with 151 technical personnel, accounting for 21.09% of the total workforce [4] - The company plans to continue building a talent pipeline to enhance personnel quality and develop a high-caliber talent team [4] Group 4: Micro-Nano Optical Laboratory - The micro-nano optical laboratory has completed its main construction and is focusing on developing sub-wavelength optical components for various applications, including semiconductor optics and AR/VR [5] - The laboratory aims to collaborate with external universities and research institutions to enhance its R&D capabilities [5] Group 5: International Business and Trade Impact - In 2024, the company's overseas business generated revenue of 12,750.37 million yuan, accounting for 30.66% of total revenue, primarily from its wholly-owned subsidiary in Singapore [6] - The company is monitoring international trade environments and tariff policy changes to mitigate potential impacts on its business [6] Group 6: Profit Margin Outlook - The company's gross margin has declined due to lower margins on infrared optical products influenced by raw material supply issues [7][8] - The company continues to focus on high-value-added products in the industrial sector to maintain relative stability in gross margins [8]