Core Viewpoint - The transaction aims to enhance the core competitiveness of Goer Optical Technology Co., Ltd. in the field of wafer-level micro-nano optical devices, supporting future developments in AI smart glasses and AR technology [1][2] Group 1: Transaction Details - Goer Optical plans to acquire 100% equity of Shanghai Aolai Micro-Nano Optics Co., Ltd. and Shanghai Aolai Micro-Nano Optoelectronic Information Technology Co., Ltd. through a capital increase of 529.511488 million yuan [1] - After the transaction, Goer Optical's registered capital will increase from 1,059.022976 million yuan to 1,588.534464 million yuan, and the company's shareholding in Goer Optical will decrease from 56.6560% to 37.7707% [1][3] Group 2: Strategic Benefits - The merger will allow Goer Optical and Shanghai Aolai to complement each other's strengths, significantly enhancing Goer Optical's competitive edge in the micro-nano optical device sector [2] - The capital increase will alleviate Goer Optical's financial pressure for independent investments and help accelerate the establishment of mature production capacity in relevant fields [2] Group 3: Financial Implications - If Goer Optical is no longer included in the company's consolidated financial statements, the accounting method for the investment will shift from the cost method to the equity method, potentially resulting in an investment income of approximately 2 billion yuan at the time of the transaction [3]

Core Viewpoint - The acquisition of 100% equity in Shanghai Aolai by Goer Optical through a share issuance is expected to enhance Goer Optical's competitive advantage in the wafer-level micro-nano optical device sector, particularly in AR and AI applications [1][14][15] Summary by Sections Acquisition Details - Goer Optical plans to acquire 100% equity of Shanghai Aolai through a share issuance, making Shanghai Aolai a wholly-owned subsidiary [1] - After the transaction, the original shareholders of Shanghai Aolai will hold approximately one-third of Goer Optical's shares, while Goer Holdings will retain about two-thirds [1] Memorandum of Understanding - A memorandum of understanding was established between several parties, including Goer Holdings and Goer Optical, to further negotiate the acquisition [4][5] - The completion of the acquisition is contingent upon several conditions, including successful due diligence and necessary approvals [6][7] Strategic Rationale - The acquisition is driven by the rapid development of AI and AR products, with expectations for significant growth in these sectors over the coming years [11] - Shanghai Aolai has a strong foundation in wafer-level micro-nano optics, which is crucial for the development of AR glasses and other advanced optical devices [11][14] Competitive Advantage - The collaboration between Goer Optical and Shanghai Aolai is expected to create a closed loop of "technology research and development + mass production + customer reach," facilitating the rapid transformation of technology into end products [14][15] - Goer Optical's established customer base in the consumer electronics sector, including major brands like Meta and Pico, will enhance the market reach of Shanghai Aolai's technologies [14][15] Industry Context - Optical components are critical for the user experience in next-generation interactive devices, with waveguide technology being a key area for innovation [15] - The partnership reflects a strategic move among industry giants to combine strengths and address challenges in emerging technology sectors [15]

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].