Core Viewpoint - The document outlines the decision-making system for related party transactions of Shanghai Cambridge Technology Co., Ltd, emphasizing fairness, transparency, and protection of the company's and shareholders' interests [1][2]. Group 1: General Principles - The related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [1][2]. - Related parties with voting rights at shareholder meetings should abstain from voting on related transactions, except in special circumstances [1][2]. - The board of directors must assess whether related transactions are beneficial to the company, potentially seeking independent evaluations [1][2]. Group 2: Definition and Scope of Related Parties - Related parties include related legal entities, natural persons, and potential related parties [2]. - Legal entities are considered related if they are controlled by the same parent company or if they hold significant shares (over 10%) in the company [2]. - Natural persons are defined as family members of key management and those holding significant shares [2]. Group 3: Types of Related Transactions - Related transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, management contracts, donations, debt restructuring, and R&D project transfers [3][4]. Group 4: Pricing and Management of Related Transactions - Written agreements must be established for related transactions, specifying pricing policies [6]. - Pricing principles include government pricing, market prices from independent third parties, and reasonable cost-plus pricing [6][5]. - If no comparable market prices exist, reasonable costs plus profits can be used as a basis for pricing [5]. Group 5: Procedures and Disclosure Requirements - Transactions exceeding 300,000 yuan with related natural persons must be disclosed to shareholders [6]. - Transactions over 3 million yuan with related legal entities, constituting more than 0.5% of the latest audited net assets, require board approval and disclosure [7]. - Transactions over 30 million yuan, constituting more than 5% of the latest audited net assets, necessitate independent evaluation and shareholder meeting approval [7]. Group 6: Approval and Voting Procedures - Related directors must abstain from voting on related transactions, and decisions require a majority of non-related directors [12][19]. - Related shareholders must also abstain from voting on matters where their interests may conflict [12][19]. Group 7: Exemptions from Obligations - Certain transactions, such as cash subscriptions for publicly issued stocks or bonds, are exempt from the obligations outlined in the document [13]. Group 8: Record Keeping and Amendments - Records of related transaction decisions must be maintained for at least ten years [14]. - The board of directors is responsible for amending the decision-making system in accordance with relevant laws and regulations [14].

上海剑桥科技股份有限公司 股东会议事规则 上海剑桥科技股份有限公司 （根据 2025 年 6 月 16 日召开的 2025 年第一次临时股东大会决议修订） 第一章 总则 第一条 为规范上海剑桥科技股份有限公司（以下简称"公司"）的行为， （以下简称"《公司法》"）、 保证股东会依法行使职权，根据《中华人民共和国公司法》 《中华人民共和国证券法》(以下简称"《证券法》")、《上市公司股东会规则》 《上海证券交易所股票上市规则》和其他法律、行政法规， 《上市公司治理准则》 （以下简称"公司章程"）的规定，并结 以及《上海剑桥科技股份有限公司章程》 合公司实际，制订本规则。 第二条 公司应当严格按照法律、行政法规、公司章程的相关规定召开股 东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和公司章程规定的范围内行使职权。 第二章 股东会的一般规定 第四条 股东会应当在《公司法》和公司章程规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次， 并应于上一会 ...

上海剑桥科技股份有限公司 对外投资管理制度 上海剑桥科技股份有限公司 （根据2025年6月16日召开的2025年第一次临时股东大会决议修订） 第一章 总 则 第一条 为了加强上海剑桥科技股份有限公司（以下简称"公司"）对外投资 管理，保障公司对外投资的保值、增值，维护公司整体形象和投资人的利益，根 据《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会 （以下简称《信息披露管理办法》）、 《上市公司信息披露管理办法》 《上海证券交 （以下简称《上市规则》）等法律、法规和规范性文件，以及 易所股票上市规则》 （以下简称《公司章程》）有关规定，结合公 《上海剑桥科技股份有限公司章程》 司的实际情况，特制定本制度。 第二条 本制度所称的对外投资是指公司为实施公司发展战略，延伸和完善 产业链条，增强公司竞争力，而用货币资金、有价证券、以及各种国家法律允许 的实物资产、无形资产或者其他资产形式作价出资，所进行的各种投资行为。 第三条 建立本制度旨在建立有效的控制机制，对公司以及公司所属全资子 公司、控股子公司（以下统称"子公司"）在组织资源、资产、投资等经营运作 过程中进行效益促进和风险控制，保障资金 ...

Core Viewpoint - The document outlines the selection system for accounting firms at Shanghai Cambridge Technology Co., Ltd., aiming to standardize the hiring process, enhance audit quality, and protect shareholder interests [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Securities Law and Company Law [1][2]. - The company’s audit committee is responsible for the selection and supervision of the accounting firm [2][3]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must have independent legal status, a fixed workplace, and a good reputation in audit quality [5][6]. - The firms must be familiar with national financial laws and have qualified registered accountants to ensure audit quality [5][6]. Group 3: Selection Process - The selection process should be competitive and transparent, utilizing methods such as competitive negotiation and public bidding [3][4]. - The audit committee must evaluate the qualifications of the accounting firms and submit recommendations to the board of directors [4][5]. Group 4: Evaluation Criteria - Evaluation criteria for accounting firms include audit fees, qualifications, quality management, and risk management capabilities [5][6]. - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [5][6]. Group 5: Contractual and Reporting Obligations - The company must disclose information about the accounting firm, including service duration and audit fees, in annual financial reports [7][8]. - Any changes in the accounting firm must be reported, including reasons for the change and communication with previous firms [8][9]. Group 6: Conditions for Reappointment - The company must consider reappointing an accounting firm if there are significant quality issues or if the firm can no longer fulfill its obligations [9][10]. - The audit committee must evaluate both the previous and proposed accounting firms before making a recommendation to the board [9][10]. Group 7: Information Security - The company and the accounting firm must adhere to information security laws and regulations, ensuring the protection of sensitive information [10][11]. - Specific clauses regarding information security responsibilities should be included in the selection contract [10][11].

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [2][3] - The company was established as a joint-stock limited company and registered in Shanghai on July 6, 2012 [2][3] Company Structure and Governance - The company was approved by the China Securities Regulatory Commission to issue A shares and was listed on the Shanghai Stock Exchange on November 10, 2017 [3] - The company has a registered capital of an unspecified amount in RMB [3] Business Objectives and Scope - The company's business objective focuses on technological innovation, particularly in AI applications and high-speed optical communication modules [6] - The company is engaged in the development, design, and maintenance of computer and communication software and equipment, among other services [6] Share Issuance and Management - The company issues shares in a registered form, ensuring equal rights for all shares of the same category [7] - The total number of shares issued at the company's establishment was 75 million, with a par value of RMB 1 per share [8] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [19] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed capital [40] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [48] - Temporary shareholder meetings can be convened under specific circumstances, such as when the number of directors falls below the legal minimum [49] Audit and Legal Compliance - The company must hire a lawyer to attend shareholder meetings and provide legal opinions on the meeting's legality [51] - Shareholders can request the company to take legal action if the board of directors fails to act on their requests [22]

Core Viewpoint - The regulations established by Shanghai Cambridge Technology Co., Ltd. aim to standardize the management and use of raised funds following the issuance and listing of H shares, ensuring compliance with relevant laws and regulations [2][16]. Group 1: General Provisions - The regulations are formulated based on various laws, including the Company Law and Securities Law of the People's Republic of China, as well as the company's articles of association [2]. - The term "raised funds" refers to funds raised through public issuance of securities for specific purposes, excluding funds raised for equity incentive plans [2][3]. - The board of directors is responsible for disclosing the usage of raised funds in accordance with applicable laws and regulations [2][3]. Group 2: Fund Storage - Raised funds must be stored in a special account established by the board of directors, and cannot be used for non-raised fund purposes [3][4]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [3][4]. - The agreement must include details such as the account number, project details, and monthly bank statements [3]. Group 3: Fund Usage - The company must clearly define the application, approval authority, decision-making process, risk control measures, and information disclosure procedures for the use of raised funds [6]. - Raised funds should primarily be used for the main business, and certain prohibited activities include financial investments and providing funds to related parties [6][8]. - If the actual raised funds exceed the planned amount, up to 30% of the excess can be used for permanent working capital or repaying bank loans, subject to board and shareholder approval [9][10]. Group 4: Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [19][20]. - New investment projects must be analyzed for feasibility and profitability, ensuring they align with the main business [20][21]. - If a project is completed with surplus funds, these can be redirected to other projects with board approval [17][18]. Group 5: Management and Supervision - The board must conduct a comprehensive review of the usage of raised funds every six months and issue a special report on the status of fund storage and usage [24][25]. - Independent non-executive directors and the audit committee must continuously monitor the management and usage of raised funds [26][27]. - Any violations in fund management must be reported to the board and disclosed to the stock exchange [26][27].

Core Points - The company, Shanghai Cambridge Technology Co., Ltd., was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [2][3] - The company was registered on July 6, 2012, with a registered capital of RMB 268,041,841 [2][3] - The company focuses on technology innovation, particularly in AI applications and high-speed optical communication modules [4][5] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - The legal representative's resignation is considered simultaneous with the resignation from the chairman position, and a new legal representative must be appointed within 30 days [3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [3][4] Business Objectives and Scope - The company's business objectives emphasize technology innovation as the core driving force, focusing on AI application network solutions and high-speed optical communication modules [4][5] - The registered business scope includes the development, design, and production of computer and communication software, maintenance of computer and communication network equipment, and production of optical fiber switches [5] Share Issuance and Management - The company issued a total of 75 million shares at a nominal value of RMB 1 per share upon establishment [6] - The total number of shares issued by the company is 268,019,841, all of which are ordinary shares [7][21] - The company adheres to principles of openness, fairness, and justice in share issuance, ensuring equal rights for all shareholders of the same class [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participation in shareholder meetings, and the ability to supervise the company's operations [15][16] - Shareholders are obligated not to withdraw their capital except as legally permitted and must not abuse their rights to harm the company or other shareholders [19][20] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which is the highest authority of the company [13][15] - Major decisions, such as capital increases or decreases, mergers, and significant asset transactions, require approval from the shareholder meeting [21][22][24] - The company must provide necessary conditions for the activities of the Communist Party organization as per its regulations [4]

德恒上海律师事务所 关于 上海剑桥科技股份有限公司 见证法律意见 上海市东大名路 501 号上海白玉兰广场办公楼 23 楼 电话：021-5598 9888 传真：021-5598 9898 邮编：200080 致：上海剑桥科技股份有限公司 德恒上海律师事务所（以下简称"本所"）接受上海剑桥科技股份有限公司 （以下简称"公司"或"剑桥科技"）的委托，本所指派宁义才律师、马浩然律 师（以下合称"本所经办律师"）列席了公司于 2025 年 6 月 16 日在上海市闵行 区浦星公路 800 号 A 栋上海浦江智选假日酒店多功能厅召开的 2025 年第一次临 时股东大会（以下简称"本次股东大会"），就本次股东大会召开的合法性进行 见证并出具本法律意见。 本所经办律师依据本法律意见出具日前已经发生或存在的事实和《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》"）、《上市公司股东会规则》（以下简称"《股东会规则》"） 等现行有效的法律、法规和规范性文件以及《上海剑桥科技股份有限公司章程》 （以下简称"《公司章程》"）的有关规定出具本法律意见。 德恒上海律师事务所 关于 ...

上海剑桥科技股份有限公司 特别提示 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 证券代码：603083 证券简称：剑桥科技 公告编号：临2025-037 ? 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一) 股东大会召开的时间：2025 年 6 月 16 日 (二) 股东大会召开的地点：上海市闵行区浦星公路 800 号 A 栋上海浦江智 选假日酒店多功能厅 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： (四) 表决方式是否符合《公司法》及《公司章程》的规定，股东大会主持 情况等 本次会议由公司董事会召集，经董事长 Gerald G Wong 先生提议和半数以上 董事共同推举，本次会议由董事赵宏伟先生主持，以现场投票与网络投票相结合 的方式表决。会议的召集和召开、出席会议的股东人数及表决方式均符合《公司 法》《证券法》和《公司章程》的有关规定。公司聘请的德恒上海律师事务所指 派律师对本次临时股东大会发表了见证法律意见。 (五) 公司董事和董事会秘书的出席情况 议；董事长 ...

Core Insights - The Co-Packaged Optics (CPO) concept has seen a rise of 2.63%, ranking third among concept sectors, with 74 stocks increasing in value [1] - Major gainers in the CPO sector include KeXiang Co., which hit a 20% limit up, and Zhongjing Electronics, which also reached the limit up, while other notable increases were seen in LianTe Technology and Shengyi Electronics [1] - The sector experienced a net inflow of 2.583 billion yuan, with 55 stocks receiving net inflows, and 12 stocks exceeding 100 million yuan in net inflows [1] Market Performance - The CPO concept sector ranked third in daily performance, following the Military Restructuring concept and PCB concept, which rose by 3.51% and 3.29% respectively [1] - The top gainers in the CPO sector included Zhongjing Electronics (10.01%), KeXiang Co. (19.98%), and JianGao Technology (4.42%) [2][3] Fund Flow Analysis - The leading stocks by net inflow ratio were Zhongjing Electronics (28.81%), KeXiang Co. (15.32%), and JianGao Technology (14.93%) [2] - The highest net inflow was recorded for Zhongji Xuchuang, with 366 million yuan, followed closely by Lixun Precision and JianGao Technology with 356 million yuan and 310 million yuan respectively [2] Sector Overview - The CPO sector is characterized by significant activity, with a total of 74 stocks rising, indicating strong investor interest and potential growth opportunities [1] - The overall market sentiment appears positive for the CPO sector, as evidenced by the substantial net inflows and the performance of key stocks [1][2]