深圳清溢光电股份有限公司 关于公司 2025 年度提质增效重回报专项行动方案的半年度 评估报告 为贯彻落实关于开展科创板上市公司"提质增效重回报"专项行动的倡议， 践行以"投资者为本"的上市公司发展理念，维护公司全体股东利益，深圳清溢 光电股份有限公司（以下简称"公司"）结合公司发展战略、经营情况及财务状 况，基于对公司未来发展前景的信心及价值的认可，制定了《2025 年度"提质 增效重回报"行动方案》 （以下简称"行动方案"），以进一步提升公司经营效率、 强化市场竞争力、保障投资者权益、树立良好的资本市场形象，推动公司高质量 发展。现将行动方案进展半年度评估情况报告如下： 一、聚焦公司核心业务，实现高质量发展 "双翼"并进，产销规模进一步扩大，营业收入稳步增长。2025 年半年度，公 司实现营业收入 62,203.02 万元，同比增长 10.90%；归属于母公司股东的净利 润为 9,203.76 万元，同比增长 3.52%；归属于上市公司股东的扣除非经常性损 益的净利润 8,289.50 万元，同比增长 2.66%。净资产为 270,903.08 万元，基 本每股收益 0.29 元。 与去年同期相比增长 1 ...

（一）募集资金投资项目（以下简称"募投项目"）的资金使用情况 关于公司 2025 年半年度募集资金使用情况，参见"募集资金使用情况对照 表"（见附表 1）。除此外，公司未将募集资金用于其他用途。 （二）募投项目先期投入及置换情况 公司于 2025 年 5 月 16 日召开第十届董事会第十一次会议、第十届监事会 第六次会议，审议通过了《关于使用募集资金置换预先投入募投项目及已支付 发行费用的自筹资金的议案》，同意公司使用募集资金置换预先投入募投项目的 自筹资金 61,264.34 万元及已支付发行费用的自筹资金 270.57 万元。天健会计 师事务所（特殊普通合伙）出具了《关于深圳清溢光电股份有限公司以自筹资 金预先投入募投项目及支付发行费用的鉴证报告》（天健审〔2025〕3-433 号）。 具体内容详见公司于 2025 年 5 月 17 日披露的《关于使用募集资金置换预先投 入募投项目及已支付发行费用的自筹资金的公告》。 证券代码：688138 证券简称：清溢光电 公告编号：2025-036 深圳清溢光电股份有限公司 专项报告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏， ...

Core Viewpoint - Shenzhen Qingyi Optoelectronics Co., Ltd. plans to utilize idle raised funds for cash management, specifically to invest in safe and liquid financial products, with a maximum amount of RMB 550 million [2][11]. Group 1: Cash Management Account Setup - The company’s wholly-owned subsidiary, Foshan Qingyi Optoelectronics Co., Ltd., has opened a dedicated cash management account at CITIC Bank Shenzhen Branch for managing idle raised funds [3]. - The account will only be used for purchasing high-safety, high-liquidity investment products and will not store non-raised funds or serve other purposes [3][5]. Group 2: Four-Party Supervision Agreement - A four-party supervision agreement has been established involving the company, its subsidiary, CITIC Bank, and the sponsor institution, CITIC Securities, to regulate the management of raised funds [4]. - The agreement stipulates that the subsidiary can only use the account for cash management of idle raised funds and must comply with relevant regulations [6][10]. Group 3: Risk Control Measures - The company will adhere to regulatory guidelines and its own fundraising management system to ensure proper cash management and risk control [11]. - The audit department, independent directors, and audit committee have the authority to supervise and inspect the use of raised funds and cash management [11]. Group 4: Impact on the Company - The use of idle raised funds for cash management is expected to enhance the efficiency of fund utilization without affecting the company's main business operations or the normal turnover of funds [11]. - This strategy aims to generate investment returns and improve overall performance, benefiting both the company and its shareholders [11].

Core Viewpoint - The company, Shenzhen Qingyi Optoelectronics Co., Ltd., is utilizing raised funds to increase capital and provide loans to its wholly-owned subsidiary to implement fundraising investment projects, which aligns with its strategic planning and long-term interests [1][6]. Summary of Fundraising Situation - The company issued 48 million A-shares at a price of RMB 25.00 per share, raising a total of RMB 120,000.00 million, with a net amount of RMB 118,700.94 million after deducting issuance costs of RMB 1,299.06 million [1][2]. - The funds are managed in a dedicated account, adhering to regulatory requirements and agreements with the sponsor and the bank [1]. Summary of Investment Projects - The total amount raised will be used entirely for investment projects, with adjustments made to the proposed investment amounts based on actual project needs [2]. - The total investment for the high-precision mask production base construction project is RMB 140,465.97 million, with the adjusted amount for fundraising investment projects being RMB 118,700.94 million [2]. Summary of Capital Increase and Loan to Subsidiary - The company plans to increase capital in its subsidiary, Foshan Qingyi, by RMB 40,000 million, raising its registered capital from RMB 20,000 million to RMB 60,000 million [3][4]. - The funding source for this capital increase has been adjusted from self-owned funds to raised funds, with the loan duration until the completion of the investment project [4]. Basic Information of the Subsidiary - Foshan Qingyi was established on September 4, 2023, with a registered capital of RMB 20,000 million and is wholly owned by Shenzhen Qingyi Optoelectronics [4]. - The subsidiary's total assets are RMB 39,221.35 million, with net assets of RMB 19,531.37 million, and it reported a net loss of RMB 466.59 million [4]. Purpose and Impact of the Capital Increase and Loan - The use of raised funds for capital increase and loans is essential for the implementation of the investment project, enhancing the subsidiary's competitiveness and aligning with the company's long-term strategy [5][6]. Fundraising Management Post-Increase - The capital increase and loan will be deposited in a special account for raised funds, with strict adherence to regulatory agreements for effective management [5]. Approval Process - The board of directors and the supervisory board approved the use of raised funds for the capital increase and loan, which falls within the board's approval authority [5]. Supervisory Board Opinion - The supervisory board supports the use of raised funds for the capital increase and loan, viewing it as beneficial for the project's development and the company's long-term needs [5][6]. Sponsor's Verification Opinion - The sponsor confirms that the use of raised funds complies with relevant regulations and does not alter the intended use of funds or harm shareholder interests [6].

Core Viewpoint - The company plans to use raised funds to increase capital and provide interest-free loans to its wholly-owned subsidiary for a specific project [1] Group 1: Fund Utilization - The company intends to raise a total of RMB 4 billion to increase capital for its subsidiary, Foshan Qingyi [1] - An additional RMB 1.87 billion will be provided as an interest-free loan to Foshan Qingyi for the implementation of the "High-Precision Mask Production Base Construction Project Phase I" [1] Group 2: Capital Structure - Foshan Qingyi's registered capital is currently RMB 2 billion, which will increase to RMB 6 billion after the capital increase [1]

Fundraising Overview - The company plans to issue 48,000,000 A-shares at a price of RMB 25.00 per share, raising a total of RMB 1,200,000,000, with a net amount of RMB 1,187,009,433 after deducting issuance costs [1][2] - The issuance was approved by the China Securities Regulatory Commission on April 7, 2025 [1] Fund Management and Regulatory Agreements - The company has established a special account for the raised funds, which will only be used for the intended purpose and not for any other uses [2][3] - A tripartite regulatory agreement has been signed between the company, China Bank, and the underwriter, CITIC Securities, detailing the responsibilities and obligations of each party [2][3] - The company will also sign a quadripartite regulatory agreement involving its subsidiaries and additional banks to ensure proper management of the funds [2][4] Fund Usage and Monitoring - The funds can be invested in cash management products as per regulatory guidelines, with the company required to notify the underwriter of any such investments [3][6] - The underwriter is responsible for ongoing supervision of the fund usage, including conducting site investigations and inquiries [4][7] - Any expenditures from the special account must be reported to the underwriter within three working days, along with a detailed expenditure list [5][8]