Core Viewpoint - The company, GoerTek Inc. (歌尔股份), has signed a memorandum of understanding to acquire 100% equity of Shanghai Aolai Micro-Nano Optics Co., Ltd. and Shanghai Aolai Micro-Nano Optoelectronic Information Technology Co., Ltd. (collectively referred to as "Shanghai Aolai") through a share issuance by its subsidiary, GoerTek Optical Technology Co., Ltd. This acquisition aims to enhance GoerTek's competitive edge in the micro-nano optical device sector [1][2]. Group 1 - The transaction will result in Shanghai Aolai becoming a wholly-owned subsidiary of GoerTek Optical, with the original shareholders of Shanghai Aolai holding approximately one-third of GoerTek Optical's shares, while the original shareholders of GoerTek Optical will hold about two-thirds [1]. - Shanghai Aolai, a subsidiary of Sunny Optical Technology (Group) Co., Ltd., specializes in wafer-level micro-nano optical devices, including optical waveguides and super-surface devices, and has a strong technical team and competitive technology in the field [1]. Group 2 - The acquisition is expected to create synergies between GoerTek Optical and Shanghai Aolai, significantly enhancing GoerTek Optical's core competitiveness and consolidating its market position in the optical waveguide and wafer-level micro-nano optical device sectors [2]. - By merging with Shanghai Aolai through share issuance, GoerTek Optical can acquire existing fixed assets and alleviate financial pressures associated with independent investments, while accelerating the establishment of mature production capacity in relevant fields [2]. - The transaction will enable the integration of high-quality customer resources and project resources in AI smart glasses and AR augmented reality sectors with GoerTek Optical's core competencies in precision optical devices, promoting collaborative development of both companies' businesses [2].

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].

Core Viewpoint - The company, GoerTek Inc. (歌尔股份), has signed a memorandum of understanding to acquire 100% equity of Shanghai Aolai Micro-Nano Optics Co., Ltd. and Shanghai Aolai Micro-Nano Optoelectronic Information Technology Co., Ltd. through a share issuance by its subsidiary, GoerTek Optics [1] Group 1 - The transaction will result in Shanghai Aolai becoming a wholly-owned subsidiary of GoerTek Optics, with the original shareholders of Shanghai Aolai holding approximately one-third of GoerTek Optics' shares [1] - GoerTek Optics' original shareholders will retain about two-thirds of the shares, ensuring that GoerTek remains the largest shareholder of GoerTek Optics [1] - Shanghai Aolai is a subsidiary of Sunny Optical Technology (Group) Co., Ltd., engaged in the business of wafer-level micro-nano optical devices, including optical waveguides and metasurface devices [1] Group 2 - The acquisition is expected to create synergies between GoerTek Optics and Shanghai Aolai, significantly enhancing the core competitiveness of GoerTek Optics [1] - This move will further solidify GoerTek's competitive advantage in the field of wafer-level micro-nano optical devices [1]

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]