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].

General Provisions - The rules are established to regulate the behavior of Shanghai Cambridge Technology Co., Ltd. and ensure that the shareholders' meeting is conducted in accordance with the Company Law, Securities Law, and other relevant regulations [1][2] - The company must strictly follow legal and regulatory requirements to ensure shareholders can exercise their rights [1][2] Types of Shareholders' Meetings - Shareholders' meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [2] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant unremedied losses [2][3] Legal Opinions and Meeting Procedures - A lawyer must provide legal opinions on the legality of the meeting's procedures, attendance qualifications, and voting results [6][7] - The meeting can be held at the company's registered address or other specified locations, with provisions for online voting [3][4] Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting authority and be clearly defined [14] - Notifications for annual meetings must be sent 20 days in advance, while temporary meetings require a 15-day notice [16][18] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing two-thirds approval [39][41] - Voting is conducted by registered ballot, and shareholders can delegate their voting rights [53][54] Meeting Records and Documentation - Detailed records of the meeting must be maintained, including attendance, proposals, and voting results [17][57] - The company must ensure that all documentation is preserved for at least ten years [62] Amendments to Rules - The company must convene a shareholders' meeting to amend these rules if there are changes in laws or regulations that conflict with the current rules [65][66]

General Principles - The purpose of the external investment management system is to enhance the company's external investment management, ensure the preservation and appreciation of investments, and protect the overall image and interests of investors [1][2] - External investments are defined as various investment activities conducted by the company using monetary funds, securities, and other legally permitted asset forms to implement development strategies and enhance competitiveness [1][2] Organizational Management - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, each operating within defined authority limits [2][3] - The board of directors is responsible for coordinating and organizing the analysis and research of external investment projects, providing recommendations for decision-making [2][3] - The securities department is tasked with collecting and organizing information on new investment projects, conducting preliminary evaluations, and establishing a project database [3] Approval Authority - External investment plans are categorized into short-term and long-term investments, with specific approval procedures outlined based on the scale and impact of the investments [4][5] - Investments that meet certain thresholds, such as exceeding 10% of the audited main business income or net profit, must be submitted to the board for review [4][5] - Major investments that exceed 20% of the company's latest audited net assets require special resolutions from the shareholders' meeting [5] Decision Management Procedures - The securities department conducts preliminary evaluations and submits investment suggestions to the board's strategic committee for initial review [6][7] - Following initial approval, a working group is formed to conduct feasibility analyses and prepare reports for the general manager's office and subsequent board approval [6][7] - The financial department is responsible for timely registration and financial processing of investments based on their categories and details [6][7] Financial Management and Auditing - The financial department maintains comprehensive financial records of external investment activities, ensuring detailed accounting for each project [9][10] - Regular audits are conducted on subsidiaries to ensure compliance with financial management policies and protect the company's interests [9][10] - Subsidiaries are required to submit monthly financial reports to the financial department, adhering to the company's accounting and reporting requirements [10] Reporting of Major Events - The company must comply with information disclosure obligations as per relevant laws and regulations regarding external investments [11] - Subsidiaries are responsible for timely reporting of significant events to the board, ensuring accurate and complete information is communicated [11]

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 ...

南华期货硅产业链企业风险管理日报 2025年6月19日 夏莹莹（投资咨询证书：Z0016569 ） 余维函 （期货从业证号：F03144703） 投资咨询业务资格：证监许可【2011】1290号 工业硅&多晶硅期货价格区间 | 品种 | 价格区间预测 | 当前波动率（20日滚动） | 日涨跌 | 当前波动率历史百分位（3年） | 日涨跌 | | --- | --- | --- | --- | --- | --- | | 工业硅主力合约 | 震荡区间7200-7700 | 28.0% | 0.09% | 84.4% | 0.4% | | 多晶硅主力合约 | 强压力位35000 | 24.45% | -0.27% | 57.01% | -0.5% | source： 南华研究,同花顺 工业硅&多晶硅风险管理策略建议 | 行为 导向 | 情景分析 | 策略推荐 | 套保工具 | 买卖方向 | 套保比例 | | --- | --- | --- | --- | --- | --- | | 库存 | 产品库存偏高，有存 | 为了防止存货减值，根据企业库存情况，做空期货来 锁定利润，弥补企业的生产成本 | SI2509/P ...