Shenwan Hongyuan Securities Underwriting and Sponsorship Co., Ltd. Report on Guoguang Electric Co., Ltd.'s 2025 Sponsorship Work

[ { "company_name": "Shenwan Hongyuan Securities Underwriting and Sponsorship Co., Ltd.", "report_title": "Report on the Sponsorship Work of Guoguang Electric Appliance Co., Ltd. for the Year 2025", "sponsor_name": "Shenwan Hongyuan Securities Underwriting and Sponsorship Co., Ltd.", "sponsored_company_short_name": "Guoguang Electric", "sponsor_representatives": [ { "name": "Liao Yanhua", "contact_number": "0571-85063243" }, { "name": "Ye Qiang", "contact_number": "0571-85063243" } ], "section_1": { "title": "Overview of Sponsorship Work", "items": [ { "item_number": "1.", "item_name": "Company Information Disclosure Review Status", "sub_items": [ { "sub_item_number": "(1)", "description": "Whether company information disclosure documents were reviewed in a timely manner", "status": "Yes" }, { "sub_item_number": "(2)", "description": "Number of times company information disclosure documents were not reviewed in a timely manner", "status": "None" } ] }, { "item_number": "2.", "item_name": "Supervision of the Company's Establishment and Effective Implementation of Rules and Regulations", "sub_items": [ { "sub_item_number": "(1)", "description": "Whether the company was supervised to establish and improve rules and regulations (including but not limited to systems for preventing related parties from occupying company resources, fund-raising management systems, internal control systems, internal audit systems, related transaction systems)", "status": "Yes" }, { "sub_item_number": "(2)", "description": "Whether the company effectively implemented relevant rules and regulations", "status": "Yes" } ] }, { "item_number": "3.", "item_name": "Supervision of Fund Raising", "sub_items": [ { "sub_item_number": "(1)", "description": "Number of times the company's special account for fund raising was queried", "count": "12", "unit": "times" }, { "sub_item_number": "(2)", "description": "Whether the progress of the company's fund-raising projects is consistent with the information disclosure documents", "status": "Consistent" } ] }, { "item_number": "4.", "item_name": "Corporate Governance Supervision", "sub_items": [ { "sub_item_number": "(1)", "description": "Number of times attended company shareholder meetings" }, { "sub_item_number": "(2)", "description": "Number of times attended company board of directors meetings" }, { "sub_item_number": "(3)", "description": "Number of times attended company supervisory board meetings" } ], "notes": "Did not personally attend, but reviewed meeting documents for all." }, { "item_number": "5.", "item_name": "On-site Inspection Status", "sub_items": [ { "sub_item_number": "(1)", "description": "Number of on-site inspections", "count": "1", "unit": "time" }, { "sub_item_number": "(2)", "description": "Whether the on-site inspection report was submitted in accordance with the regulations of the exchange", "status": "Yes" }, { "sub_item_number": "(3)", "description": "Main issues found during on-site inspections and rectification status", "details": [ "1. The company held the 15th meeting of the 11th Board of Directors and the 12th meeting of the 11th Supervisory Board on February 17, 2025, and deliberated and approved the 'Proposal on Changing the Implementation Subject and Location of Some Fund-Raising Projects'. The implementation subject of the VR whole machine and acoustic module project was changed from the company's wholly-owned subsidiary Wuzhou Guoguang Technology Development Co., Ltd. to Guoguang Electric Appliance Co., Ltd., and the implementation location was changed from the Yuegui Cooperation Special Pilot Zone in Wuzhou City, Guangxi Zhuang Autonomous Region to No. 8 Jinghu Avenue, Xinya Street, Huadu District, Guangzhou City, Guangdong Province, Guoguang Industrial Park (G9 Factory Building); the company held the 17th meeting of the 11th Board of Directors and the 14th meeting of the 11th Supervisory Board on April 27, 2025, and deliberated and approved the 'Proposal on Postponing Fund-Raising Projects', postponing the 'New Audio Intelligent Manufacturing Upgrade Project', 'Automotive Audio Project', and 'VR Whole Machine and Acoustic Module Project'; the company held the 18th meeting of the 11th Board of Directors and the 15th meeting of the 11th Supervisory Board on May 7, 2025, and the 2024 Annual Shareholders' Meeting on May 19, 2025, and deliberated and approved the 'Proposal on Changing the Use of Some Fund-Raising Funds', which changed the planned investment in the 'Automotive Audio Project' to the 'Vietnam Base Audio Product Production Project'. The progress of fund-raising investment projects is generally below expectations. The sponsor urged the company to use the raised funds for their intended purposes in a timely manner and to pay attention to changes in project feasibility based on the actual progress of the projects.", "2. According to the company's 2025 Annual Report, the net profit attributable to shareholders of the listed company in 2025 was -112.8221 million yuan, a year-on-year decrease of 144.60%, resulting in a loss. This was mainly due to an increase in expenses, credit, and asset impairment losses during the reporting period. On one hand, increased employee labor costs led to a year-on-year increase of 107.2317 million yuan in management expenses and an increase of 99.8717 million yuan in R&D expenses; exchange rate fluctuations resulted in a year-on-year increase of 179.8432 million yuan in financial expenses. On the other hand, provision for bad debts was made for the matured financial assistance to its invested company Guangzhou Guoguang Intelligent Electronic Industrial Park Co., Ltd. (hereinafter referred to as 'Industrial Park Company'), and full impairment was made for its long-term equity investment, leading to an increase of approximately 15.1975 million yuan in credit impairment losses and an increase of approximately 38.4026 million yuan in asset impairment losses. The sponsor urged the company to pay timely attention to the production and operation situation, external financial assistance and investments, and the performance of relevant contracts." ] } ] }, { "item_number": "6.", "item_name": "Issuance of Special Opinions", "sub_items": [ { "sub_item_number": "(1)", "description": "Number of special opinions issued", "count": "11", "unit": "times" }, { "sub_item_number": "(2)", "description": "Issues involved in non-concurring opinions and conclusions", "status": "None" } ] }, { "item_number": "7.", "item_name": "Reporting to the Exchange (excluding on-site inspection reports)", "sub_items": [ { "sub_item_number": "(1)", "description": "Number of reports to the exchange", "status": "None" }, { "sub_item_number": "(2)", "description": "Main content of reported matters", "status": "Not applicable" }, { "sub_item_number": "(3)", "description": "Progress or rectification status of reported matters", "status": "Not applicable Not applicable" } ] }, { "item_number": "8.", "item_name": "Fulfillment of Supervision Responsibilities", "sub_items": [ { "sub_item_number": "(1)", "description": "Whether there are matters requiring attention", "status": "Yes" }, { "sub_item_number": "(2)", "description": "Main content of matters requiring attention", "details": [ "1. The progress of the company's use of raised funds is relatively slow.", "2. The principal of financial assistance provided by the company to the Industrial Park Company, totaling 69,183,389.14 yuan, has matured, but the Industrial Park Company has not repaid the principal and interest of the financial assistance within the agreed-upon maturity date." ] }, { "sub_item_number": "(3)", "description": "Progress or rectification status of matters requiring attention", "details": [ "1. (1) The company held the 17th meeting of the 11th Board of Directors and the 14th meeting of the 11th Supervisory Board on April 27, 2025, and deliberated and approved the 'Proposal on Postponing Fund-Raising Projects' to postpone the fund-raising projects; (2) The company held the 18th meeting of the 11th Board of Directors and the 15th meeting of the 11th Supervisory Board on May 7, 2025, and the 2024 Annual Shareholders' Meeting on May 19, 2025, and deliberated and approved the 'Proposal on Changing the Use of Some Fund-Raising Funds', agreeing to change the planned investment in the 'Automotive Audio Project' to the 'Vietnam Base Audio Product Production Project'. Through the postponement and change of these fund-raising projects, the company urged the raised funds to be used according to the adjusted plan.", "2. The company disclosed the 'Announcement on the Progress of Providing Financial Assistance to Invested Companies' on January 2, 2025. It will conduct risk assessments and reserve the right to pursue recovery through legal means such as litigation and arbitration for the default of the Industrial Park Company to protect the legitimate rights and interests of the company and its shareholders. As of the date of this report, the company is actively communicating and negotiating a repayment plan with the Industrial Park Company. During the reporting period, the company made provisions for impairment and bad debts for its long-term equity investment and financial assistance to the Industrial Park Company." ] } ] }, { "item_number": "9.", "item_name": "Compliance of Record Keeping and Storage of Sponsorship Work Files", "status": "Yes" }, { "item_number": "10.", "item_name": "Training of Listed Company", "sub_items": [ { "sub_item_number": "(1)", "description": "Number of training sessions", "count": "1" }, { "sub_item_number": "(2)", "description": "Date of training", "date": "December 25, 2025" }, { "sub_item_number": "(3)", "description": "Main content of training", "content": "Standardized operation of listed companies" } ] }, { "item_number": "11.", "item_name": "Other Sponsorship Work to be Noted", "status": "None" } ] }, "section_2": { "title": "Problems Found by the Sponsor in the Company and Measures Taken", "items": [ { "item_number": "1.", "item_name": "Information Disclosure", "problem": "None", "measures": "Not applicable" }, { "item_number": "2.", "item_name": "Establishment and Execution of Company's Internal Systems", "problem": "None", "measures": "Not applicable" }, { "item_number": "3.", "item_name": "Operation of 'Three Meetings'", "problem": "None", "measures": "Not applicable" }, { "item_number": "4.", "item_name": "Change of Controlling Shareholder and Actual Controller", "problem": "None", "measures": "Not applicable" }, { "item_number": "5.", "item_name": "Fund Raising Deposit and Use", "problem": "Slow progress in the use of raised funds", "measures": [ "1. The company held the 17th meeting of the 11th Board of Directors and the 14th meeting of the 11th Supervisory Board on April 27, 2025, and deliberated and approved the 'Proposal on Postponing Fund-Raising Projects' to postpone the fund-raising projects.", "2. The company held the 18th meeting of the 11th Board of Directors and the 15th meeting of the 11th Supervisory Board on May 7, 2025, and the 2024 Annual Shareholders' Meeting on May 19, 2025, and deliberated and approved the 'Proposal on Changing the Use of Some Fund-Raising Funds', agreeing to change the planned investment in the 'Automotive Audio Project' to the 'Vietnam Base Audio Product Production Project'. Through the postponement and change of these fund-raising projects, the company urged the raised funds to be used according to the adjusted plan." ] }, { "item_number": "6.", "item_name": "Related Transactions", "problem": "None", "measures": "Not applicable" }, { "item_number": "7.", "item_name": "External Guarantees", "problem": "None", "measures": "Not applicable" }, { "item_number": "8.", "item_name": "Acquisition and Sale of Assets", "problem": "None", "measures": "Not applicable" }, { "item_number": "9.", "item_name": "Other Business Category Major Matters (including external investment, venture capital, entrusted wealth management, financial assistance, hedging, etc.)", "problem": "The principal of financial assistance provided by the company to the Industrial Park Company, totaling 69,183,389.14 yuan, has matured, but the Industrial Park Company has not repaid the principal and interest of the financial assistance within the agreed-upon maturity date.", "measures": "The company disclosed the 'Announcement on the Progress of Providing Financial Assistance to Invested Companies' on January 2, 2025. It will conduct risk assessments and reserve the right to pursue recovery through legal means such as litigation and arbitration for the default of the Industrial Park Company to protect the legitimate rights and interests of the company and its shareholders. As of the date of this report, the company is actively communicating and negotiating a repayment plan with the Industrial Park Company. During the reporting period, the company made provisions for impairment and bad debts for its long-term equity investment and financial assistance to the Industrial Park Company." }, { "item_number": "10.", "item_name": "Cooperation of the Issuer or its Appointed Intermediary Agencies in Sponsorship Work", "problem": "None", "measures": "Not applicable" }, { "item_number": "11.", "item_name": "Other (including significant changes in operating environment, business development, financial status, management status, core technology, etc.)", "problem": "According to the company's 2025 Annual Report, the net profit attributable to shareholders of the listed company in 2025 was -112.8221 million yuan, a year-on-year decrease of 144.60%, resulting in a loss. This was mainly due to an increase in expenses, credit, and asset impairment losses during the reporting period. On one hand, increased employee labor costs led to a year-on-year increase of 107.2317 million yuan in management expenses and an increase of 99.8717 million yuan in R&D expenses; exchange rate fluctuations resulted in a year-on-year increase of 179.8432 million yuan in financial expenses. On the other hand, provision for bad debts was made for the matured financial assistance to its invested company Guangzhou Guoguang Intelligent Electronic Industrial Park Co., Ltd. (hereinafter referred to as 'Industrial Park Company'), and full impairment was made for its long-term equity investment, leading to an increase of approximately 15.1975 million yuan in credit impairment losses and an increase of approximately 38.4026 million yuan in asset impairment losses. The company is in an investment and transformation period in 2025 and faces phased loss pressure due to exchange rate losses and impairment provisions. In the future, the company will continue to strengthen operational management, further explore industry markets, and improve its profitability.", "measures": "According to the company's 2025 Annual Report, the net profit attributable to shareholders of the listed company in 2025 was -112.8221 million yuan, a year-on-year decrease of 144.60%, resulting in a loss. This was mainly due to an increase in expenses, credit, and asset impairment losses during the reporting period. On one hand, increased employee labor costs led to a year-on-year increase of 107.2317 million yuan in management expenses and an increase of 99.8717 million yuan in R&D expenses; exchange rate fluctuations resulted in a year-on-year increase of 179.8432 million yuan in financial expenses. On the other hand, provision for bad debts was made for the matured financial assistance to its invested company Guangzhou Guoguang Intelligent Electronic Industrial Park Co., Ltd. (hereinafter referred to as 'Industrial Park Company'), and full impairment was made for its long-term equity investment, leading to an increase of approximately 15.1975 million yuan in credit impairment losses and an increase of approximately 38.4026 million yuan in asset impairment losses. The company is in an investment and transformation period in 2025 and faces phased loss pressure due to exchange rate losses and impairment provisions. In the future, the company will continue to strengthen operational management, further explore industry markets, and improve its profitability." } ] }, "section_3": { "title": "Fulfillment of Commitments by the Company and Shareholders", "items": [ { "commitment": "Commitments made by Zidu Group and its concerted parties in the acquisition report or report on changes in equity regarding independence, horizontal competition, and related transactions", "fulfillment_status": "Yes", "reason_and_solution_for_non_fulfillment": "Not applicable" }, { "commitment": "Commitments made by Guangxi Guoguang Investment Development Co., Ltd. and Zhou Haichang during initial public offering or refinancing regarding horizontal competition, related transactions, and fund occupation", "fulfillment_status": "Yes", "reason_and_solution_for_non_fulfillment": "Not applicable" }, { "commitment": "Company dividend commitment", "fulfillment_status": "Yes", "reason_and_solution_for_non_fulfillment": "Not applicable" } ] }, "section_4": { "title": "Other Matters", "items": [ { "report_item": "1. Change of sponsorship representative and reasons thereof", "description": "Not applicable" }, { "report_item": "2. Matters concerning regulatory measures taken by the China Securities Regulatory Commission and the Exchange against the sponsor or its sponsored company during the reporting period and rectification status", "description": "Not applicable" }, { "report_item": "3. Other significant matters to be reported", "description": "None" } ] }, "signature_page": { "text": "(This page has no text, it is the signature page for the 'Report on the Sponsorship Work of Guoguang Electric Appliance Co., Ltd. for the Year 2025' by Shenwan Hongyuan Securities Underwriting and Sponsorship Co., Ltd.)", "sponsor_representatives_signatures": [ { "name": "Liao Yanhua", "signature": "[blank]" }, { "name": "Ye Qiang", "signature": "[blank]" } ], "company_name": "Shenwan Hongyuan Securities Underwriting and Sponsorship Co., Ltd.", "date": "[blank]" } } ]