Core Points - The document outlines the independent director system for Shanghai Hehui Optoelectronics Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][3] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - The proportion of independent directors on the board must be no less than one-third, including at least one accounting professional [2][3] Group 1 - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles according to relevant laws and regulations [2][3] - Independent directors must avoid situations that could compromise their independence and must disclose any conflicts of interest [2][4] - The company must establish committees such as the audit committee, nomination committee, and compensation committee, with independent directors holding a majority in these committees [2][3] Group 2 - To qualify as an independent director, candidates must meet specific criteria, including relevant work experience and a clean personal record [3][4] - Certain individuals, such as those with significant shareholdings or familial ties to major shareholders, are prohibited from serving as independent directors [4][5] - Independent directors are required to conduct annual self-assessments of their independence and report their findings to the board [5][6] Group 3 - The nomination and election process for independent directors involves proposals from the board or shareholders, with a requirement for transparency and consent from nominees [7][8] - Independent directors must attend board meetings and can only be absent with prior review of materials and delegation of authority to another independent director [12][13] - The independent directors have specific rights, including the ability to hire external advisors and propose meetings to address significant issues [20][21] Group 4 - Independent directors must submit annual reports detailing their activities, including attendance at meetings and interactions with shareholders [19][20] - The company is responsible for providing necessary resources and support to independent directors to fulfill their duties effectively [38][39] - Compensation for independent directors must be approved by the board and disclosed in the company's annual report [43][44]

Core Points - The company, Everdisplay Optronics (Shanghai) Co., Ltd., was established through the overall change of its predecessor, Shanghai Hehui Optoelectronics Co., Ltd., and inherits all rights and obligations from the original company [3][7] - The company is registered with the Shanghai Municipal Market Supervision Administration and has obtained a business license [2] - The company focuses on AMOLED display technology, aiming to maximize shareholder value and social value through innovation and independent research and development [14] Chapter Summaries Chapter 1: General Provisions - The company is established in accordance with the Company Law and other relevant regulations, and it is a permanent joint-stock company [3][4] - The company has a registered capital of RMB【】 and is subject to the laws and regulations of the People's Republic of China and the Hong Kong Stock Exchange [3][6] Chapter 2: Business Objectives and Scope - The company's business scope includes system integration, production, design, and sales of displays and modules, as well as related technical development and consulting services [15] - The company aims to provide a more realistic, vibrant, and healthy display experience for all users [14] Chapter 3: Shares - The company issues shares based on principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [17] - The company has issued a total of 10,500,000,000 shares, with specific proportions held by founding investors [20][7] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, participate in meetings, and supervise the company's operations [35] - The company must ensure that shareholders' rights are protected and that they are treated fairly [13] Chapter 5: Shareholders' Meeting Procedures - The company must hold annual and temporary shareholders' meetings, with specific procedures for notification and voting [49][51] - Shareholders holding more than 10% of shares can request a temporary meeting [55] Chapter 6: Proposals and Notifications for Shareholders' Meetings - Proposals must be within the scope of the shareholders' meeting authority and comply with legal requirements [59] - The company must provide complete information for shareholders to make informed decisions [29]

Core Viewpoint - The company, Shanghai Hehui Optoelectronics Co., Ltd., has announced adjustments to its Articles of Association and related rules following its H-share issuance and listing on the Hong Kong Stock Exchange, including the abolition of the supervisory board and the transfer of its powers to the audit committee of the board [1][3]. Summary by Sections Company Articles of Association Adjustments - The company has revised its Articles of Association to reflect the legal binding nature of the document for shareholders, directors, and senior management, allowing shareholders to sue the company and vice versa [3][4]. - The company will adopt a system of registered shares, with specific naming conventions for shares with restricted voting rights [3][4]. Capital Increase and Share Repurchase - The company can increase its capital through various methods, including issuing shares to unspecified objects and distributing bonus shares to existing shareholders [4][5]. - The company can repurchase its shares through public centralized trading or other legally recognized methods, with specific conditions for different scenarios of share repurchase [5][6]. Shareholder Rights - Shareholders are entitled to dividends, participate in shareholder meetings, and supervise the company's operations, among other rights [12][13]. - The company must ensure that all shareholders are treated fairly and that their legal rights are protected [14]. Board and Shareholder Meeting Procedures - The board of directors is responsible for convening shareholder meetings and must provide timely notifications regarding meeting details and proposals [18][19]. - Shareholders holding a significant percentage of shares can request the convening of temporary shareholder meetings under certain conditions [18][19]. Compliance and Responsibilities - The company’s controlling shareholders and actual controllers must adhere to regulations regarding the protection of the company and other shareholders' rights [15][16]. - The company is obligated to disclose information and comply with relevant laws and regulations regarding shareholder rights and corporate governance [15][16].

Core Points - The document outlines the information disclosure management system for Shanghai Hehui Optoelectronics Co., Ltd, applicable after the issuance and listing of H shares [1] - The system aims to strengthen the management of information disclosure, protect the rights of shareholders and other stakeholders, and regulate the company's disclosure behavior [1][2] - The information to be disclosed includes periodic reports, temporary reports, prospectuses, and any information that may significantly impact stock prices [1][4] Group 1 - The information disclosure obligations apply to the company's board of directors, senior management, department heads, major shareholders, and other relevant personnel [2][3] - The principles of information disclosure include timely, fair, and accurate reporting, ensuring that all investors have equal access to information [4][5] - The company must ensure that disclosed information is clear, concise, and free from misleading statements or omissions [4][5] Group 2 - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [16][18] - The annual report must include key financial data, shareholder information, and significant events affecting the company [39][40] - The company must disclose any major events that could impact stock prices or investor decisions immediately [51][52] Group 3 - The document specifies the approval process for information disclosure, requiring the board secretary to draft and review disclosure documents [12][30] - The board of directors is responsible for ensuring the accuracy and completeness of disclosed information [5][18] - The company must maintain confidentiality regarding insider information and ensure that it is disclosed only in accordance with legal requirements [26][32]

Core Viewpoint - The document outlines the decision-making system for related party transactions of Shanghai Hehui Optoelectronics Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties, in compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The system aims to protect the legitimate rights and interests of the company and non-related shareholders [1]. - Related party transactions must comply with laws, regulations, and the company's articles of association [1][2]. Group 2: Definition of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are company directors or senior management [2][3]. - Close family members of the aforementioned individuals are also considered related parties [2]. Group 3: Related Transactions - Related transactions encompass various types of dealings, including asset purchases, investments, and guarantees [7][8]. - Transactions must adhere to principles of honesty, legality, necessity, and fairness [12]. Group 4: Decision-Making Procedures - Related transactions require avoidance measures during contract signing, ensuring that related parties do not interfere with decision-making [10][11]. - The board of directors must consist of a majority of non-related directors for transaction approvals [17]. Group 5: Disclosure and Reporting - The company must disclose related transactions and ensure that independent directors review and approve them [21][22]. - Transactions exceeding certain thresholds require additional scrutiny, including audits or evaluations [19][20]. Group 6: Other Provisions - The document specifies that related party transactions must be documented and maintained for a minimum of ten years [36]. - The system will take effect upon the company's initial public offering of H shares and listing on the Hong Kong Stock Exchange [39].

Core Viewpoint - The document outlines the information disclosure management system of Shanghai Hehui Optoelectronics Co., Ltd., emphasizing the importance of timely, accurate, and fair disclosure of information to protect the rights of shareholders and other stakeholders [1][2]. Group 1: General Principles - The information disclosure system is established to manage the company's disclosure practices in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - Information to be disclosed includes periodic reports (quarterly, semi-annual, and annual), temporary reports on significant events, and documents related to stock issuance [1][2]. Group 2: Disclosure Obligations - The company and its information disclosure obligors must ensure that all disclosed information is true, accurate, complete, and understandable, avoiding any misleading statements or omissions [3][4]. - All investors should have equal access to significant information, and insider information must not be disclosed before it is legally required [3][4]. Group 3: Reporting Procedures - The chairman of the board is the primary responsible person for information disclosure, and the board secretary is responsible for executing disclosure tasks [6][7]. - Information disclosure documents must be submitted to the relevant regulatory bodies and published on designated media platforms [5][6]. Group 4: Regular Reports - The company must prepare and disclose annual, semi-annual, and quarterly reports within specified timeframes, ensuring that all significant information affecting investor decisions is included [12][13]. - Annual reports must be completed within four months after the fiscal year-end, while semi-annual reports must be completed within two months after the first half of the fiscal year [12][13]. Group 5: Temporary Reports - The company must immediately disclose any significant events that could impact stock trading prices or investor decisions, detailing the event's cause, current status, and potential effects [18][19]. - Major events requiring disclosure include significant financial losses, legal issues, and changes in control or ownership [18][19]. Group 6: Confidentiality and Exceptions - Company personnel with access to undisclosed information must maintain confidentiality and cannot disclose insider information [23][24]. - Disclosure can be temporarily postponed if it involves commercial secrets or could mislead investors, but must be disclosed once the reason for postponement is resolved [26][27]. Group 7: Penalties for Non-compliance - The company may hold responsible individuals accountable for any violations of the disclosure obligations, which could lead to internal disciplinary actions or legal consequences [28].

上海和辉光电股份有限公司 募集资金管理制度 上海和辉光电股份有限公司 募集资金管理制度 第一章 总则 第一条 为进一步完善上海和辉光电股份有限公司（以下简称"公司"）的法 人治理结构，规范公司募集资金的管理和运用，以维护股东的合法利益，根据《中 华人民共和国公司法》（以下简称"《公司法》"） 、《中华人民共和国证券法》（以 下简称"《证券法》"）、 《上市公司募集资金监管规则》 《上海证券交易所科创板股 票上市规则》 （以下简称"《上市规则》"）、 《上海证券交易所科创板上市公司自律 监管指引第 1 号——规范运作》 （以下简称"《规范运作》"）等法律、法规、规范 性文件和《上海和辉光电股份有限公司章程》 （以下简称"《公司章程》"）的规定， 结合公司实际情况，特制定本制度。 第二条 本制度所称募集资金，是指公司通过发行股票或者其他具有股权性 质的证券，向投资者募集并用于特定用途的资金，但不包括公司实施股权激励计 划募集的资金。 第三条 公司必须按发行申请文件中承诺的募集资金使用计划，股东会、董 事会的决议及相关审批程序使用募集资金，并按要求披露募集资金的使用情况。 第四条 本制度旨在建立募集资金存放、使用和 ...

Group 1 - The core viewpoint of the article is that Shanghai Hehui Optoelectronics Co., Ltd. plans to use part of its temporarily idle raised funds for cash management to enhance fund efficiency and ensure shareholder interests [1][6][7] - The company raised a net amount of approximately RMB 8.00 billion from its initial public offering, with a total of 3,083,660,725 shares issued at a price of RMB 2.65 per share [1][2] - As of June 30, 2025, the remaining balance of the raised funds is RMB 1.60 billion, which includes a net interest income of RMB 229.28 million [2][3] Group 2 - The company intends to use up to RMB 300 million of the temporarily idle raised funds for cash management within a period of 12 months from the board's approval [3][6] - The cash management will focus on low-risk, high-liquidity investment products, such as structured deposits and guaranteed principal investments, issued by reputable banks [3][5] - The board of directors has authorized the chairman to make investment decisions within the approved limits, with the finance department responsible for implementation [3][5] Group 3 - The company will ensure that the cash management does not affect the normal operation of the fundraising projects and will prioritize using the income from cash management to cover any shortfalls in project investments [4][6] - The supervisory board has agreed that the cash management plan complies with relevant laws and regulations and does not conflict with the fundraising project's implementation [6][7] - The sponsor institution has confirmed that the cash management plan adheres to regulatory requirements and will not harm shareholder interests [7]

Core Viewpoint - The company, Shanghai Hehui Optoelectronics Co., Ltd., is utilizing its own funds to pay for part of the fundraising investment projects and will subsequently replace these with equivalent amounts from the raised funds, ensuring compliance with relevant regulations and maintaining operational efficiency [1][6]. Summary of Fundraising Situation - The company was approved to publicly issue shares, with a total of 3,083,660,725 shares issued at a price of 2.65 RMB per share, resulting in a net fundraising amount of approximately 8 billion RMB [1]. - As of June 30, 2025, the total committed investment for the sixth-generation AMOLED production line expansion project is approximately 800 million RMB, with cumulative investment amounting to about 663 million RMB [2]. Fundraising Investment Project Process - The company will initially use its own funds to pay for overseas equipment and services due to restrictions on the fundraising account, and will later replace these with raised funds [2][4]. - The finance department will track payments made with its own funds and will compile monthly summaries to ensure compliance with the company's fundraising management regulations [2][4]. Impact on Daily Operations - The approach of using own funds for project payments is expected to enhance fund utilization efficiency and will not affect the normal operation of fundraising investment projects or harm the interests of the company and its shareholders [4]. Decision-Making Procedures - The company’s board and supervisory committee approved the use of own funds for project payments and subsequent replacement with raised funds, ensuring compliance with legal and regulatory requirements [5]. Supervisory Committee Opinion - The supervisory committee agrees that the use of own funds followed by replacement with raised funds aligns with relevant regulations and does not alter the purpose of the raised funds or harm shareholder interests [5][6]. Sponsor Institution's Verification Opinion - The sponsor institution confirms that the company has followed necessary procedures and that the use of own funds for project payments will not disrupt the normal progress of fundraising investment projects [6].

Meeting Details - The second extraordinary general meeting of shareholders for 2025 will be held on August 25, 2025, at 2:30 PM [1] - The meeting will take place at the company's conference room located at 35 Chang Le Middle Road, Xincheng District, Xi'an, Shaanxi Province [1] - The voting will be conducted both on-site and through the Shanghai Stock Exchange's online voting system [1] Agenda - The meeting will start with the host announcing the commencement and introducing the attendees [1] - The agenda includes reading and reviewing the proposals, particularly the proposal to cancel the supervisory board, change registered capital and business scope, and amend the company's articles of association [1][4] - Shareholders will have the opportunity to speak, ask questions, and vote on the proposals [1] Proposal Highlights - The proposal includes the cancellation of the supervisory board, transferring its powers to the audit committee of the board of directors [4] - The company plans to change its total capital and registered capital, with 73,966,642 new shares registered with the China Securities Depository and Clearing Corporation [4] - The business scope will be revised to align with the company's development needs and regulatory requirements, including changes in manufacturing and service areas [5] Business Scope Changes - The previous business scope included military optoelectronic equipment and related products, which will be updated to include a broader range of manufacturing and technical services [5][7] - New areas of focus will include specialized equipment manufacturing, optical instruments, virtual reality devices, and industrial robots [5][7] - The company will also engage in technology development, consulting, and various manufacturing activities related to optical and electronic materials [5][7] Legal and Regulatory Compliance - The meeting will be legally witnessed by lawyers from Shanxi Languang Law Firm, ensuring compliance with relevant laws and regulations [2] - The company has made amendments to its articles of association and related rules to comply with the latest legal requirements and improve governance [4][7]