Stock code: 688301 Stock abbreviation: Yirui Technology

Conversion code: 118025 Conversion bond abbreviation: Yirui conversion bond

Shanghai Yirui Optoelectronics Technology Co., Ltd

iRay Technology Company Limited

(Room 202, 2nd Floor, Building 9, No. 590 Ruiqing Road, Pudong New Area, Shanghai)

In FY2024, we will issue A-shares to specific targets

Schematic analysis report

(Second Revision)

January 2025

Shanghai Yirui Optoelectronics Technology Co., Ltd. (hereinafter referred to as "Yirui Technology" or the "Company") is a listed company on the Science and Technology Innovation Board of the Shanghai Stock Exchange. In order to meet the capital needs of the company's business strategy implementation and business development, and enhance the company's capital strength and profitability, in accordance with the provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Administrative Measures for the Registration of Securities Issuance of Listed Companies (hereinafter referred to as the "Registration Management Measures") and other relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association, the company has prepared a demonstration and analysis report on the issuance plan of A shares to specific targets in 2024.

Unless otherwise specified in this demonstration and analysis report, the relevant terms have the same meanings as in the "2024 Plan for Issuing A Shares to Specific Targets (Second Revision)" of Shanghai Yirui Optoelectronics Technology Co., Ltd.

1. Background and purpose of the Offering

(1) Background of the Offering

1. The national policy encourages key breakthroughs in the key technologies of X-ray imaging equipment and its core components

China has always attached great importance to key technological breakthroughs in the field of X-ray imaging equipment and its core components, and from the "12th Five-Year Plan" to the "14th Five-Year Plan", the digital X-ray imaging system and its core components have been listed as key breakthroughs and R&D directions, and continue to promote the localization process of related technical directions. In 2021, the "14th Five-Year Plan for the Development of Medical Equipment Industry" jointly issued by the Ministry of Industry and Information Technology of the People's Republic of China and other departments listed high-power CT tubes as "key components for tackling key problems". In 2022, the Ministry of Science and Technology of the People's Republic of China and the National Health Commission issued the "14th Five-Year Plan for Health and Health Science and Technology Innovation", which proposes to focus on strengthening the research and development of components and core components of high-performance medical devices. In 2023, the Action Plan for the Development of Intelligent Testing Equipment Industry (2023-2025) jointly issued by the Ministry of Industry and Information Technology of the People's Republic of China and other departments will list key components/components of intelligent testing equipment such as high-power microfocus X-ray tubes and high-precision optical components as key directions for basic innovation. The continuous implementation of relevant industrial policies fully reflects China's attention and support for mastering the key core technology of X-ray and improving the level of domestic substitution.

2. Some of the core components of X-ray in China are still facing a certain risk of "stuck neck", and import substitution is urgently needed

After more than ten years of development, under the leadership of the company's representative of the domestic outstanding enterprises, the domestic digital X-ray detector, high-voltage generator, combined ray source manufacturers have successfully broken the monopoly of foreign technology, digital X-ray detectors, high-voltage generators and combined ray sources most of the products have basically achieved import substitution. At present, there is still a large gap between domestic tube products and foreign manufacturers in terms of technology and production capacity, especially CT tubes and micro-focus tubes

It mainly relies on imports and faces a certain risk of "stuck". For example, the microfocus tubes used in industrial X-ray imaging equipment are still monopolized by the technology and supply of overseas manufacturers such as Hamamatsu Photonics and Thermo Fisher, and the domestic market does not yet have the mass production capacity of 180kV and above microfocus tubes and 140kV and above transmission target tubes; In recent years, with the increasing demand for X-ray imaging equipment in downstream new energy battery testing, integrated circuit and electronic manufacturing testing and other industrial fields, there has been a shortage of supply of microfocus tubes, which has seriously restricted the sustainable development of downstream industries and has become a typical "stuck neck" core device affecting the development of downstream industries. Therefore, the realization of comprehensive import substitution of X-ray core components has become an urgent need for the development of the X-ray imaging industry and downstream industries.

3. China's development strategy of accelerating development and cultivating "new quality productivity" provides important guidance for industrial development

The 2024 government work report will vigorously promote the construction of a modern industrial system and accelerate the development of "new quality productivity" as the top priority, providing important guidance for the development of various industries and enterprises. The sustained and rapid development of China's X-ray imaging equipment and its core components industry is the concrete embodiment of the development and cultivation of China's "new quality productivity", and the outstanding enterprises in the industry represented by the company have always adhered to scientific and technological innovation as the driving force for many years, and constantly realized the self-reliance and self-improvement of key technologies in the field of X-ray core components, and continue to move forward to more cutting-edge industry technology, higher technical level and better production quality.

4. The downstream application fields continue to expand and new needs continue to emerge, and the demand for the X-ray industry continues to grow

With the continuous improvement of the level and popularity of medical services, and the transformation of traditional industries to high-end manufacturing as a whole, as well as the emergence of new technologies such as high-speed 3D X-ray imaging, real-time AI image judgment, TDI, photon counting, etc., the global demand and penetration rate of X-ray imaging equipment in medical, industrial and other application fields are growing, and new demand for X-ray imaging equipment in new energy battery testing, semiconductor packaging testing, food safety testing and other application fields is emerging. According to relevant data, the global X-ray imaging equipment market size is expected to be held in 2030

More than $50 billion, which will further drive the stable and rapid growth of the upstream X-ray core components market by 2030

The spherical tube, digital X-ray detectors, and high-voltage generators market size is expected to reach $9.53 billion, $5.03 billion, and $1.30 billion, respectively. The growth of traditional demand and the emergence of new demand in downstream applications have jointly promoted the continuous growth of the market space of X-ray imaging equipment and core components.

(2) The purpose of the offering

1. Promote the company's strategic transformation to "the world's leading supplier of products and solutions in the field of X-ray" and improve the core

Competitiveness

Since its establishment, the company has adhered to the vision of "making the safest and most advanced X technology penetrate into every corner of the world".

Starting from digital X-ray detector products, we always adhere to the B-to-B strategy, and gradually develop and improve the core of X-ray

Research and exploration of cutting-edge technology of components, and gradually move towards "a variety of X-ray core components and comprehensive solution providers". After years of development, the company has realized the supply of multi-category X-ray core components, and gradually expanded its market share in digital X-ray detectors, high-voltage generators, combined ray sources and other market segments.

This project is an important part of the company's strategic expansion of "the world's leading comprehensive product and solution provider in the field of X-ray", which will help the company to further improve its product layout, expand the business scale of X-ray core components, promote the highly coordinated development of the upstream and downstream of X-ray core components and integrated solution business, create differentiated value for customers in more segments, improve core competitiveness, enhance sustainable profitability and development potential, and promote the steady implementation of the company's strategy.

2. Comprehensively benchmark and catch up with foreign giant competitors, and deeply participate in global market competition

Globally, leading companies in the industry have successfully achieved a multi-category layout through endogenous growth or epitaxial mergers and acquisitions, such as: Dunlee started with CT tubes, and has continued to expand product categories and seek technological innovation since its establishment for 100 years, and now has a complete range of CT tubes, X-ray high-voltage generators, CT detector product series and complete sets of products; Hamamatsu Photonics' main products have covered the upstream, midstream and downstream of the industrial chain, including scintillators, detectors, industrial X-ray sources, various industrial measurement/auxiliary systems, life science instruments, etc.; Varex's business is mainly divided into medical and industrial segments, providing customers with a wide range of products, product portfolios and CT solutions including tubes, flat panel detectors, and high-voltage generators.

At present, the company has achieved good results in the field of digital X-ray detector business, and has also made certain achievements in the new core component business such as high-voltage generators and combined ray sources, and new business scientific instruments. The raised funds investment project will build a new production capacity of X-ray tubes and comprehensive solution products, which will help the company keep up with the development trend of the global industry, rely on strong top-down vertical integration capabilities and the advantages of self-development and self-production of core components, further improve the strategic layout of the X-line industry chain, and enhance the business capabilities of multi-category X-ray core components and comprehensive solutions, so as to better match the needs of downstream customers, cope with fierce market competition, and lay the foundation for comprehensive market competition and catch-up with foreign giants.

3. Promote the independent and controllable core technology of domestic X-ray, and achieve comprehensive and high-quality domestic substitution

X-ray imaging equipment mainly includes three core components: digital X-ray detector, high-voltage generator, and tube

The core components bring together most of the core technologies of X-ray imaging equipment, accounting for more than 70% of the cost. After more than ten years

All of them have successfully broken the monopoly of foreign technology, and most of the products have basically achieved import substitution, and have obvious advantages such as lower prices and faster service response speed. The investment project will further promote the technological progress and industrialization process of domestic tube products, accelerate the comprehensive and high-quality import substitution of the three core components of domestic X-ray, consolidate the foundation for industrial development, and increase the supply of high-end products.

4. Continue to build and develop "new quality productivity" to help the national medical inclusion and high-end manufacturing policies

The raised funds investment project will help the company to further build and develop "new quality productivity", actively respond to the national development strategy, continue to adhere to scientific and technological innovation as the core driving force, drive the industry to achieve self-reliance and self-improvement in the key technology of X-ray core components, and continue to move forward to more cutting-edge industry technology, higher technical level and better production quality. Over the years, the company has promoted the overall technological progress of the X-ray industry, and continued to promote the overall cost reduction of the X-ray imaging industry, injecting new momentum into the high-quality and high-speed development of the downstream industry. As the company gradually launches more X-ray core component product categories and X-ray integrated solutions, it will further promote the cost reduction of downstream customers in the industrial chain, as well as the innovation and upgrading of technology and products, and increase the penetration rate of X-ray medical and industrial imaging equipment in the domestic downstream industry by giving full play to the advantages of business synergy. In the medical field, we will promote high-quality medical resources to sink to the grassroots level and help accelerate the implementation of China's medical inclusion policy; In the industrial field, it will meet the unmet market demand in the traditional non-destructive testing field, as well as the needs of new downstream markets including new energy battery testing, semiconductor packaging testing, quality control, and advanced material analysis, and promote the transformation and upgrading of China's traditional manufacturing to high-end manufacturing.

2. The necessity of the selection of the securities and their varieties for this issue

(1) The varieties and issuance methods selected for the issuance of securities

The types of shares to be issued to specific targets are domestically listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.

(2) The necessity of the selection of the securities to be issued

1. Meet the capital needs of the investment project of the raised funds

The company's raised funds investment project is in line with the company's development strategy and business development needs, and the investment amount is large. In recent years, the company is in a stage of rapid development, the company's own funds are difficult to support the investment of the raised funds investment project, the company needs to support the construction of the raised funds investment project and the future development of the company through external financing.

The total amount of funds raised from the issuance of shares to specific targets does not exceed 117,362.27 million yuan (including the principal amount), and the net amount after deducting the relevant issuance expenses is intended to be invested in the following projects:

Unit: 10,000 yuan

Serial No. Project Name Construction Period Total Investment of the Project The amount of raised funds to be used

1 X-ray vacuum device and integrated solution construction project 36 months 156,313.48 117,362.27

eye

Total 156,313.48 117,362.27

2. There are limitations in bank loan financing

Debt financing, such as bank loans, has relatively limited financing amounts and high financing costs. If the investment project of the raised funds is completely financed by debt, on the one hand, it will lead to a significant increase in the company's asset-liability ratio, which will affect the company's financial structure and increase financial risks. On the other hand, higher financial costs will reduce the company's overall profit level, affect the company's profitability and flexibility in the use of funds, and are not conducive to the company's strategic goal of stable operation.

3. Issuing shares to specific objects to raise funds is the best way for the company to raise funds in the current period

Equity financing is conducive to optimizing the company's capital structure, reducing the company's future debt repayment pressure and capital outflow, and helping to promote the realization of the company's long-term development strategy. The investment project of the raised funds has been demonstrated in detail by the management, which is conducive to further improving the company's profitability and enhancing its core competitiveness. In the future, after the release of the benefits of the investment projects to be raised, the company has the ability to digest the diluted impact of equity expansion on immediate income and protect the interests of the company's shareholders. By issuing shares to specific targets to raise funds, the company's total assets and net assets have increased accordingly, further enhancing the financial strength and providing a strong guarantee for subsequent development; At the same time, it promotes the company's sound operation and enhances its ability to resist financial risks.

3. The appropriateness of the selection scope, quantity and standards of the issuance object

(1) The appropriateness of the scope and quantity of the selection of the objects of this issuance

The issuance of this offering is aimed at no more than 35 (including 35) specific investors who meet the requirements of laws and regulations. The issuer must be a securities investment fund management company, a securities company, a trust company, a finance company, an asset management company, an insurance institutional investor, a qualified foreign institutional investor, a RMB qualified foreign institutional investor and other legal persons, natural persons or other qualified investors in accordance with the regulations of the China Securities Regulatory Commission. Securities investment fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors

If more than 2 products under its management are subscribed, it shall be regarded as an issuance object; If the trust company is the object of issuance, it can only subscribe with its own funds.

The scope and quantity of the selection of the issuance object comply with the relevant provisions of the "Registration Management Measures" and other laws and regulations, and the selection scope and quantity are appropriate.

(2) The appropriateness of the selection criteria for the issuance object

The final issuance object by the board of directors of the company or its authorized person in accordance with the authorization of the general meeting of shareholders, after the issuance of the Shanghai Stock Exchange approved and the China Securities Regulatory Commission to register the issuance, and the sponsor (lead underwriter) in accordance with the relevant laws, regulations and normative documents and the issuance of the subscription quotation, in accordance with the principle of price priority and other negotiated to determine. If laws, regulations and normative documents have new provisions on the object of this issuance, the company will adjust according to the new regulations.

The standards of the issuance object comply with the relevant provisions of the "Registration Management Measures" and other laws and regulations, and the standard of the issuance object is appropriate.

Fourth, the rationality of the principles, basis, methods and procedures of the pricing of this offering

(1) The principle and basis of the pricing of this offering

The issuance of A-shares to specific targets adopts the method of inquiry issuance, and the issue price is not less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date, and the pricing reference date is the first day of the issuance period.

The formula for calculating the above average price is as follows: average stock trading price in the 20 trading days before the pricing base date = total stock trading volume in the 20 trading days before the pricing base date / total stock trading volume in the 20 trading days before the pricing base date.

If the company's shares are adjusted due to ex-rights and ex-dividends such as dividends, share gifts, allotments, and conversion of capital reserve to share capital within the 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price adjusted by the corresponding ex-rights and ex-dividends.

During the period from the pricing benchmark date of this offering to the issuance date, if the company has dividends, share gifts, capital reserve conversion to share capital and other ex-rights and ex-dividends, the issue floor price of this offering will be adjusted accordingly. Here's how to adjust it:

Cash dividend: P1=P0-D

Bonus shares or conversion of share capital: P1=P0/(1+N)

Bonus shares or conversion of share capital at the same time as cash distribution: P1=(P0-D)/(1+N)

Among them, P0 is the reserve price of the issue before adjustment, D is the cash dividend per share, and N is the bonus or conversion of each share

This number, the adjusted issue floor price is P1.

The final issue price will be determined by the board of directors of the company or its authorized person within the scope of the authorization of the general meeting of shareholders and the sponsor (lead underwriter) according to the results of the inquiry after the issuance application is approved by the Shanghai Stock Exchange and the China Securities Regulatory Commission makes a decision to register, in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities, but not lower than the aforesaid reserve price.

(2) The method and procedure of pricing the offering

The methods and procedures for the pricing of this offering have been deliberated and approved by the board of directors and the general meeting of shareholders of the company in accordance with the relevant provisions of laws and regulations such as the "Registration Management Measures", and the relevant announcements have been disclosed on the website of the exchange and the designated information disclosure media.

The method and procedure of pricing the issuance comply with the relevant provisions of the "Registration Management Measures" and other laws and regulations, and the method and procedure of the pricing of the offering are reasonable.

In summary, the principles, basis, methods and procedures of the pricing of this offering are in accordance with the requirements of relevant laws and regulations, and are compliant and reasonable.

5. The feasibility of this issuance

(1) The issuance method is legal and compliant

1. The issuance meets the issuance conditions stipulated in the Securities Law

The company's issuance did not use advertising, public solicitation and disguised disclosure, in line with the provisions of Article 9, Paragraph 3 of the Securities Law.

2. The issuance plan complies with the relevant provisions of the "Registration Management Measures".

(1) The company does not violate the provisions of Article 11 of the "Registration Management Measures" and is not allowed to issue shares to specific objects

1) Unauthorized change of the use of the previous raised funds without correction, or without the approval of the general meeting of shareholders;

2) The preparation and disclosure of financial statements in the most recent year do not comply with the provisions of the Accounting Standards for Business Enterprises or relevant information disclosure rules in material respects; The audit report of the financial and accounting report of the most recent year has been issued with a negative opinion or cannot express an opinion; The audit report of the financial and accounting report of the most recent year has been issued with a qualified opinion, and the material adverse impact of the matters involved in the qualified opinion on the listed company has not been eliminated. Except for the issuance involving major asset restructuring;

3) The current directors, supervisors and senior managers have been subject to administrative penalties imposed by the China Securities Regulatory Commission in the past three years, or have been publicly reprimanded by the stock exchange in the past year;

4) The listed company and its current directors, supervisors and senior managers are under investigation by the judicial authorities for suspected crimes or are under investigation by the China Securities Regulatory Commission for suspected violations of laws and regulations;

5) The controlling shareholder or actual controller has committed major illegal acts that seriously damage the interests of the listed company or the legitimate rights and interests of investors in the past three years;

6) In the past three years, there have been major violations that seriously harm the legitimate rights and interests of investors or the public interest.

(2) The use of the funds raised by the company in this issuance is in accordance with the relevant provisions of Article 12 of the Registration Management Measures

1) Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management;

2) Except for financial enterprises, the use of the raised funds shall not be for holding financial investments, and shall not directly or indirectly invest in companies whose main business is to buy and sell securities;

3) After the implementation of the fund-raising project, there will be no new intra-industry competition with the controlling shareholder, the actual controller and other enterprises controlled by them, which will cause a significant adverse impact, an obviously unfair related party transaction, or seriously affect the independence of the company's production and operation;

4) The funds raised by the issuance of shares by companies listed on the STAR Market shall be invested in businesses in the field of scientific and technological innovation.

(2) The procedures for determining the issuance method are lawful and compliant

The issuance of A-shares to specific targets has been deliberated and approved by the fourth meeting of the third board of directors, the seventh meeting of the third board of directors, the twelfth meeting of the third board of directors, the fourth meeting of the third board of supervisors, the sixth meeting of the third board of supervisors, the eleventh meeting of the third board of supervisors and the 2023 annual general meeting of shareholders. The issuance plan is subject to the approval of the Shanghai Stock Exchange and the approval of the China Securities Regulatory Commission before it can be implemented.

To sum up, the review procedure for the issuance of shares to specific targets is legal and compliant, and the issuance method is feasible.

6. The fairness and reasonableness of the issuance plan

The issuance plan has been deliberated and approved by the fourth meeting of the third board of directors, the seventh meeting of the third board of directors, the twelfth meeting of the third board of directors, the fourth meeting of the third board of supervisors, the sixth meeting of the third board of supervisors, the eleventh meeting of the third board of supervisors and the 2023 annual general meeting of shareholders. The implementation of the issuance plan will be conducive to the sustainable and stable development of the company, and is conducive to increasing the rights and interests of all shareholders, which is in line with the interests of all shareholders.

The issuance plan and related documents are disclosed on the information disclosure website designated by the China Securities Regulatory Commission and the designated information disclosure media to ensure the right to know of all shareholders.

7. Analysis of the diluted spot return of the issuance of shares to specific targets and the measures to be taken by the company to fill the situation

According to the Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium-sized Investors in the Capital Market (Guo Ban Fa [2013] No. 110), the Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market (Guo Fa [2014] No. 17), the Several Opinions of the State Council on Strengthening Supervision and Risk Prevention and Promoting the High-quality Development of the Capital Market (Guo Fa [2024] No. 10) and the Opinions on Initial Offering and Refinancing, In order to protect the right to know and safeguard the interests of small and medium-sized investors, the company has carefully analyzed the impact of the diluted spot return issued to specific targets on the company's main financial indicators, and formulated specific measures to fill the diluted spot return. The relevant entities have made commitments to the effective implementation of the company's compensation measures, as follows:

(1) The impact of the diluted spot return issued to specific targets on the company's main financial indicators

1. The main assumptions and explanations of the impact calculation of financial indicators

(1) It is assumed that there will be no major adverse changes in the macroeconomic environment, industry development trends and the company's operating conditions in the future

Change.

and (2) assumes that the Company completes the offering in June 2025. This time is only used to calculate the specific object this time

The impact of the diluted spot return on the main financial indicators of the issuance of shares will eventually be issued after the China Securities Regulatory Commission agrees to register

The completion time of the line shall prevail.

(3) Assuming that the total amount of funds raised this time does not exceed RMB 117,362.27 million (inclusive), the impact of issuance costs and other impacts will not be considered for the time being. It is assumed that the number of shares to be issued is not more than 15% of the company's total share capital (as of June 30, 2024) before the issuance, that is, no more than 21,418,292 shares (inclusive). When forecasting the total share capital of the company, based on the number of shares issued, only the shares issued this time are considered, and the conversion increase, repurchase, share payment and other factors are not considered

Changes in share capital (The final number of shares to be issued is based on the number of shares issued after registration with the consent of the China Securities Regulatory Commission

Quasi). This assumption is only used to measure the impact of the issuance of shares to specific targets on the company's main financial indicators

The company's judgment on the actual number of shares issued this time should ultimately be subject to the actual number of shares issued.

(4) According to the company's disclosed third quarter 2024 report, it is attributable to owners of the parent company from January to September 2024

The net profit was 390.1417 million yuan, a year-on-year decrease of 9.88%, and the non-recurring loss attributable to the owners of the parent company was deducted

Yi's net profit was 385.6305 million yuan, a year-on-year decrease of 21.57%. Let's assume that the company's full-year 2024 attributable to the parent company

The year-on-year change rate of net profit attributable to owners of the company and net profit attributable to owners of the parent company after deducting non-recurring gains and losses is estimated to be 547.4766 million yuan in 2024, and the net profit attributable to owners of the parent company after deducting non-recurring gains and losses is 463.7924 million yuan according to the year-on-year decline rate in the third quarter of 2024. It is assumed that the net profit attributable to shareholders of the parent company in 2025 and the net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses will be calculated according to three scenarios on the basis of the preliminary accounting figures in 2024 according to three scenarios: an increase of 20%, a flat and a decrease of 20%.

(5) This calculation does not consider the impact on the company's production and operation and financial status (such as financial expenses and investment income) after the funds raised in this issuance are received; Other non-recurring gains and losses, force majeure factors, and restricted shares are not considered

The impact of vote vesting, convertible debt to equity, etc., on the company's financial status (such as financial expenses, investment income), equity capital, etc.

(6) The above hypothetical analysis of the company's main financial indicators before and after the issuance does not constitute the company's profit forecast, investors should not make investment decisions based on this, and investors make investment decisions based on them and cause losses, the company

No liability for damages.

(7) When forecasting the company's main financial indicators after issuance, the impact of other factors other than the total amount of funds to be raised and net profit on the main financial indicators is not considered.

2. The impact on the company's main financial indicators

Based on the above assumptions, the Company has calculated the impact of the diluted spot return of the offering on earnings per share

As follows:

Project 2024 / 2025 / December 31, 2025

December 31, 2024 Before the Offering After the Offering

Total share capital (shares) 143,062,818.00 143,062,818.00 164,481,110.00

Scenario 1: Net profit in 2025 remains unchanged compared to 2024

Net profit attributable to shareholders of the parent company (RMB) 547,476,556.41 547,476,556.41 547,476,556.41

Shares attributable to the parent company after deducting non-recurring gains and losses 463,792,394.49 463,792,394.49 463,792,394.49

Dong's net profit (RMB)

Basic earnings per share (RMB/share) 3.83 3.83 3.57

Diluted earnings per share (RMB/share) 3.70 3.70 3.48

Basic earnings per share after deducting non-recurring gains and losses 3.25 3.25 3.02

(RMB/Share)

Diluted earnings per share after deducting non-recurring gains and losses 3.15 3.15 2.97

(RMB/Share)

Scenario 2: 20% increase in net profit in 2025 compared to 2024

Net profit attributable to shareholders of the parent company (RMB) 547,476,556.41 656,971,867.70 656,971,867.70

Shares attributable to the parent company after deducting non-recurring gains and losses 463,792,394.49 556,550,873.39 556,550,873.39

Dong's net profit (RMB)

Basic earnings per share (RMB/share) 3.83 4.60 4.28

Diluted earnings per share (RMB/share) 3.70 4.42 4.16

Basic earnings per share after deducting non-recurring gains and losses 3.25 3.90 3.63

(RMB/Share)

Diluted earnings per share after deducting non-recurring gains and losses 3.15 3.76 3.54

(RMB/Share)

Scenario 3: Net profit in 2025 decreases by 20% compared to 2024

Net profit attributable to shareholders of the parent company (RMB) 547,476,556.41 437,981,245.13 437,981,245.13

Shares attributable to the parent company after deducting non-recurring gains and losses 463,792,394.49 371,033,915.60 371,033,915.60

Dong's net profit (RMB)

Basic earnings per share (RMB/share) 3.83 3.07 2.85

Diluted earnings per share (RMB/share) 3.70 2.98 2.81

Basic earnings per share after deducting non-recurring gains and losses 3.25 2.60 2.42

(RMB/Share)

Diluted earnings per share after deducting non-recurring gains and losses 3.15 2.54 2.40

(RMB/Share)

Note: The above assumptions are only to test the impact of the diluted spot return of this issuance on the company's main financial indicators, and do not represent the company's views on profitability, nor do they represent the company's judgment on the operating situation and trends.

(2) Risk warning of dilution of spot returns in this issuance

After the completion of this issuance, the company's total share capital and net assets will increase, and the use and implementation of the raised funds will take some time. Based on the assumptions in the table above, the offering may not result in the Company's earnings per share being substantiated

Diluted. However, in the event of a significant change in the assumptions of the foregoing analysis or in the Company's operations, the possibility that the Offering may result in dilution of the immediate return cannot be ruled out. Investors are cautioned about the risk that the Offering may dilute the spot returns.

The Company's assumptions about the relevant financial data for 2024 and 2025 are only used to calculate the relevant financial indicators, no

It represents the company's judgment on the operating conditions and trends in 2024 and 2025, and does not constitute the company's profit forecast or profit commitment. Investors should not make investment decisions based on this, and the company shall not be liable for compensation if investors make investment decisions based on this and cause losses. Draw the attention of the majority of investors.

(3) The necessity and reasonableness of the issuance of shares to specific targets

The investment project of the funds raised by this issuance closely focuses on the company's main business, which is in line with the relevant national industrial policies and the company's overall strategic development direction, which is conducive to improving the company's technical level, helping the company's product line expansion, further enhancing the company's research and development capabilities, and consolidating the company's core technical barriers, so as to enhance the company's market competitiveness, help the company maintain long-term and stable business development, and safeguard the long-term interests of shareholders. In addition, after the funds raised are in place, it will help enhance the company's capital strength, consolidate and enhance the company's industry position, risk prevention ability and overall competitiveness, and provide a strong guarantee for the company's future business development.

For the analysis of the necessity and rationality of the investment project of the raised funds, please refer to the "Feasibility Analysis Report on the Use of Funds Raised by Shanghai Yirui Optoelectronics Technology Co., Ltd. in 2024 by Issuing A Shares to Specific Targets (Second Revised Draft)".

(4) The existing business relationship between the raised funds investment project and the company, and the company is engaged in the personnel and technology of the fund-raising project

technology, market and other aspects of the reserves

1. The relationship between the raised funds investment project and the company's existing business

The company is a digital X-ray core components and comprehensive solution provider guided by the technology development trend of the whole industry chain and in line with international standards, mainly engaged in the research and development, production, sales and service of digital X-ray detectors, high-voltage generators, combined ray sources, ball tubes and other core components. The company's main products are digital X-ray detectors, high-voltage generators, combined ray sources and the core components of X-ray imaging equipment in the products of the raised funds investment project, and the business is highly relevant; The business model of the company is based on core components, software and value-added services, providing X-ray imaging equipment brand manufacturers from the selection and supply of core components.

The comprehensive solution from program design to customized production does not change the company's existing To B business model, so that customers can focus more on the sales and channel business of their own brand.

The investment projects of the raised funds are closely related to the company's main business, which is in line with the relevant national industrial policies and the overall strategic development direction of the company in the future. Through the implementation of this raised funds investment project, the company's market competitiveness will be further enhanced and long-term sustainable development will be achieved.

2. The company's reserves in terms of personnel, technology, and market for fundraising projects

The company has the foundation for the implementation of the raised funds to invest in the project personnel, technology, market and other aspects. For the analysis of the reserves of the raised funds investment project in the above aspects, please refer to the "Feasibility Analysis Report on the Use of Funds Raised by Issuing A Shares to Specific Targets in 2024 (Second Revised Draft)" for details. (5) The measures taken by the company to issue diluted spot returns to specific objects

In order to protect the interests of investors, the Company has taken the following measures to enhance the Company's competitiveness to make up for shareholder returns:

1. Strengthen the promotion of fundraising and investment projects and realize the expected benefits of the project as soon as possible

The implementation of the investment project will promote the expansion of the company's advanced production capacity, enhance the supply capacity, consolidate the dominant position in the industry and expand the company's market share, further enhance the company's competitive advantage, enhance the sustainable development ability, and help realize and safeguard the long-term interests of shareholders. The company will accelerate the construction of fundraising and investment projects, improve the company's operating performance and profitability, and help fill the dilution of the immediate return of shareholders in this issuance.

2. Standardize the use and management of raised funds to ensure that the raised funds are used reasonably, standardly, and effectively

In order to standardize the management and use of raised funds and improve the efficiency of the use of funds, the company has formulated and improved the management system of the company's raised funds in accordance with the provisions and requirements of relevant laws and regulations such as the Company Law, the Securities Law and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, combined with the actual situation of the company, and clearly stipulated that the company adopts a special account storage system for the raised funds, so as to facilitate the management and use of the raised funds and supervise their use. The board of directors of the company will strictly follow the relevant laws and regulations and the requirements of the company's management system for the use of raised funds to standardize the management of raised funds to ensure the safe use of funds.

3. Continuously improve the level of corporate governance and provide institutional guarantee for the development of the company

The company will strictly comply with the requirements of laws, regulations and normative documents such as the Company Law, the Securities Law, and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, and constantly improve the corporate governance structure to ensure that shareholders can fully exercise their rights; Ensure that the Board of Directors is able to exercise its powers and make scientific, prompt and prudent decisions in accordance with the provisions of laws, regulations and the Articles of Association; Ensure that independent directors can conscientiously perform their duties and safeguard the overall interests of the company, especially the legitimate rights and interests of small and medium-sized shareholders; To ensure that the Supervisory Board is able to independently and effectively exercise the power to supervise and inspect the directors, managers and other senior management and the company's finances; Provide institutional guarantee for the development of the company. The company will further strengthen the operation management and internal control of the company, improve the company's daily operation efficiency, reduce the company's operating costs, comprehensively and effectively control the company's operation and management risks, and improve the overall operational efficiency.

4. Maintain a stable shareholder return policy

In accordance with the Notice on Further Implementing Matters Concerning Cash Dividends of Listed Companies and the Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies, the Company has formulated and improved the relevant provisions on profit distribution in the Articles of Association. The Articles of Association stipulate the specific policies, decision-making procedures, information disclosure and adjustment principles for profit distribution, and clarify the conditions and distribution ratios for the implementation of cash dividends. After the issuance, the company will continue to listen to the opinions and suggestions of investors, especially small and medium-sized investors, on the company's profit distribution policy, further improve the company's shareholder return mechanism, and effectively safeguard the legitimate rights and interests of investors.

(6) The company's directors and senior management personnel can effectively fulfill the company's commitment to the company's issuance to fill the return measures

The directors and senior management of the company will perform their duties faithfully and diligently, and make the following commitments to the diluted spot return of the company and take filling measures in accordance with the relevant regulations of the securities regulatory authorities:

(1) I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to harm the interests of the company in other ways.

(2) I promise to restrain my professional consumption behavior.

(3) I promise not to use the company's assets to engage in investment and consumption activities unrelated to my performance of duties.

(4) I undertake that the remuneration system formulated by the board of directors or the remuneration and appraisal committee is linked to the implementation of the company's compensation measures.

(5) I promise that if the company implements a new equity incentive plan in the future, the exercise conditions of the equity incentive plan to be announced will be linked to the implementation of the company's compensation measures.

(6) I promise to earnestly fulfill the relevant compensation measures formulated by the company and any commitments I make regarding the compensation measures, and if I violate such commitments and cause losses to the company or investors, I am willing to bear the corresponding legal liability to the company or investors in accordance with the law.

(7) After the issuance of this commitment and before the completion of the company's issuance of shares to specific targets, if the securities regulatory authorities make other new regulatory provisions on the compensation measures and their commitments, and the above commitments cannot meet the requirements of the securities regulatory authorities, I promise to issue supplementary commitments in accordance with the latest regulations of the securities regulatory authorities. (7) The actual controller has made a commitment to the company's compensation measures for this issuance

According to the relevant regulations of the China Securities Regulatory Commission, in order to ensure the effective implementation of the measures to fill the return of the issuance and safeguard the legitimate rights and interests of the company and all shareholders, the actual controller of the company, Tieer Gu (Gu Tie), and the company's largest shareholder, Shanghai Yiyuan Herui Investment Consulting Co., Ltd., make the following commitments:

(1) The company/I promise not to interfere in the operation and management activities of listed companies beyond my authority, and will not encroach on the interests of the company.

(2) The company/I promise to earnestly fulfill the relevant compensation measures formulated by the company and any commitments made by the company/myself in relation to the compensation measures, and if the enterprise/myself violates such commitments and causes losses to the company or investors, the company/I am willing to bear the compensation liability to the company or investors in accordance with the law.

(3) After the date of issuance of this commitment and before the completion of the implementation of the company's issuance of shares to specific targets, if the securities regulatory authority makes other new regulatory provisions on the compensation measures and its commitments, and the above commitments cannot meet the requirements of the securities regulatory authorities, the company/I promise to issue supplementary commitments in accordance with the latest regulations of the securities regulatory authorities.

8. Conclusion

To sum up, the company's issuance of shares to specific targets is necessary and feasible, and the issuance plan is fair and reasonable, and meets the requirements of relevant laws and regulations. The implementation of the plan to issue shares to specific targets is in line with the company's development strategy, which is conducive to improving the company's technical level, helping the company's product line expansion, further enhancing the company's R&D capabilities, and consolidating the company's core technical barriers, thereby enhancing the company's market competitiveness, helping the company maintain long-term and stable business development, and safeguarding the long-term interests of shareholders.

Board of Directors of Shanghai Yirui Optoelectronics Technology Co., Ltd

January 22, 2025