Core Points - The document outlines the management system for shares held by directors and senior management of Shanghai Yashi Investment Development Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Summary by Sections General Principles - The system is established to regulate the management of shares held by directors and senior management in accordance with the Company Law and Securities Law of the People's Republic of China [1] - It applies to all shares held by directors and senior management, including those held in multiple accounts [1] Share Declaration - Directors and senior management must declare their shareholdings and any changes within specified timeframes, including upon new appointments and changes in personal information [5][6] - The company is responsible for ensuring the accuracy and timeliness of these declarations [6][7] Share Lock-up - Shares held by directors and senior management will be locked upon declaration, with specific conditions for transfer during events like public offerings or equity incentive plans [8][9] - Upon resignation, shares will be locked for six months, after which they will be automatically unlocked [12][13] Share Trading - Directors and senior management must notify the board secretary before trading shares and are prohibited from trading under certain conditions, such as during specific reporting periods [14][15] - There are restrictions on the percentage of shares that can be transferred annually, with specific rules for shares acquired through inheritance or legal division [17][19] Information Disclosure - Plans for share reduction must be reported to the stock exchange 15 trading days in advance, detailing the number of shares, method, and reasons for reduction [21][22] - Any changes in shareholdings must be reported within two trading days [24] Responsibilities - The chairman is the primary responsible person for managing shareholdings, while the board secretary oversees compliance and reporting [28][29] - Violations of the regulations may result in legal consequences and internal disciplinary actions [30] Supplementary Provisions - The system will be executed in accordance with national laws and regulations, and any conflicts with future regulations will be resolved in favor of the latter [31][32] - The system becomes effective upon approval by the board of directors, replacing the previous management system [33]

General Principles - The rules aim to enhance the efficiency and scientific decision-making of the board of directors of Shanghai Yashi Investment Development Co., Ltd. [1] - The rules are established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Composition and Powers of the Board - The board consists of 9 directors, including 3 independent directors, with at least one being a professional accountant [2] - The board has the authority to convene shareholder meetings, execute resolutions, and decide on the company's operational plans and investment proposals [2][3] Board Meetings - The board meetings are categorized into regular and temporary meetings, with at least two regular meetings held annually [5] - A temporary meeting must be convened under specific circumstances, such as a proposal from shareholders holding more than 10% of voting rights [6] Meeting Procedures - The chairman of the board is responsible for convening and presiding over meetings, with the vice-chairman assisting [7] - Meeting notifications must be sent out in advance, with specific content requirements including time, location, and agenda [8][9] Voting and Resolutions - A quorum requires more than half of the directors to be present for the meeting to proceed [9] - Decisions are made based on a majority vote, with specific rules for abstentions and conflicts of interest [13][14] Record Keeping and Disclosure - The board must maintain accurate records of meetings, including attendance, agenda, and voting results [31][32] - The board secretary is responsible for ensuring compliance with disclosure requirements as per laws and company regulations [35] Amendments and Implementation - The rules are subject to approval by the shareholders' meeting and can be amended accordingly [38][39] - The rules take effect upon approval and replace any previous regulations [42]

Group 1 - The company establishes an Audit Committee to enhance internal control capabilities and improve internal control procedures [1][2] - The Audit Committee is composed of three directors who are not senior management and must include a majority of independent directors, with at least one accounting professional [6][8] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [14][16] Group 2 - The company sets up a Strategic Development Committee to ensure the scientific nature of strategic planning and enhance sustainable development capabilities [21][22] - The Strategic Development Committee is responsible for researching and proposing long-term development strategies and major strategic investments [23][25] - The committee's decisions must comply with the company's articles of association and relevant laws, and any violations render the decisions invalid [21][24] Group 3 - The company forms a Compensation and Assessment Committee to establish a performance evaluation system for senior management and manage compensation schemes [33][34] - The Compensation Committee consists of three directors, with a majority being independent directors, and is responsible for evaluating performance indicators for senior management [34][35] - The committee's resolutions must adhere to the company's articles of association and relevant laws, with invalid decisions subject to challenge within 60 days [33][34]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][3] - The company was established as a joint-stock company in March 2015, with a registered capital of RMB 206,383,053 [2][3] Company Structure and Operations - The company was approved by the China Securities Regulatory Commission (CSRC) for its initial public offering of 33 million shares on December 8, 2017, and was listed on the Shanghai Stock Exchange on December 29, 2017 [2] - The company is located in the China (Shanghai) Pilot Free Trade Zone, with its registered address at 855 South Pudong Road, Room 33H, Shanghai [2] Share Issuance and Capital Structure - The company's shares are issued in the form of stocks, with all shares having equal rights [5][6] - The total number of shares issued by the company is 206,383,053, and the share structure consists of common stock [6][7] Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes, including voting on significant corporate matters [12][20] - Shareholders holding more than 3% of the company's shares for over 180 days have the right to inspect the company's accounting books [13][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [44][46] - Shareholder meetings require a quorum and must follow legal and regulatory requirements for decision-making [34][36] Financial Assistance and Share Repurchase - The company may provide financial assistance for acquiring its shares under certain conditions, with limitations on the total amount [7][9] - The company can repurchase its shares under specific circumstances, such as capital reduction or employee stock plans [24][25] Corporate Governance - The company has established a board of directors responsible for overseeing management and ensuring compliance with laws and regulations [18][19] - The board must act in the best interests of the company and its shareholders, maintaining transparency and accountability [17][18]

Core Points - The document outlines the working rules for independent director special meetings at Shanghai Yashi Investment Development Co., Ltd, aiming to enhance decision-making, supervision, and consultation roles of independent directors [1][2] - Independent directors are required to act in good faith and diligence, ensuring the protection of minority shareholders' rights [2] Chapter 1: General Principles - The purpose of the independent director special meeting is to improve the internal control system and corporate governance structure of the company [1] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1] Chapter 2: Responsibilities and Authority - Certain matters must be reviewed by the independent director special meeting and require a majority agreement before being submitted to the board [2] - Special powers of independent directors include hiring intermediaries for audits or consultations and proposing the convening of temporary shareholder meetings [2][3] Chapter 3: Meeting Rules - The company is required to hold regular or irregular independent director special meetings, with notifications provided in advance [3] - Meetings should ideally be held in person, but can also be conducted via video or phone if necessary [4] - Independent directors must attend meetings personally or delegate their voting rights to another independent director with proper authorization [4] Chapter 4: Documentation and Confidentiality - Meeting records must be accurate and reflect the opinions of attendees, and these records should be kept for at least ten years [5][6] - Independent directors are obligated to maintain confidentiality regarding meeting discussions and decisions [5] Additional Provisions - Any matters not covered by these rules will be governed by relevant national laws and regulations [8] - The board of directors holds the authority to interpret these working rules [8]

General Principles - The purpose of the independent director system is to improve the corporate governance structure of Shanghai Yashi Investment Development Co., Ltd., promote standardized operations, and protect the legitimate rights and interests of all shareholders [1][2] - The board of directors must have at least three independent directors, accounting for more than one-third of the total members [1][2] Responsibilities and Duties - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must perform their duties independently without influence from the company or its major shareholders [2][3] - Independent directors are responsible for participating in decision-making, supervising conflicts of interest, and providing professional advice to enhance the board's decision-making quality [20][21] Qualifications and Independence - Independent directors must meet specific qualifications, including independence, relevant knowledge of listed company operations, and at least five years of relevant work experience [3][4] - Independent directors must maintain their independence and cannot be affiliated with the company or its major shareholders [4][5] Nomination and Election - The board of directors or shareholders holding more than 1% of shares can propose candidates for independent directors, who are then elected by the shareholders' meeting [10][11] - The nomination process requires the consent of the proposed candidates and a thorough review of their qualifications by the nomination committee [11][12] Term and Replacement - Independent directors serve the same term as other directors, with a maximum consecutive term of six years [16][17] - If an independent director fails to attend board meetings consecutively, the board may propose to remove them from their position [17][18] Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations, propose meetings, and publicly solicit shareholder opinions [21][22] - They must provide clear and detailed independent opinions on significant matters, including potential risks and impacts on the company and minority shareholders [22][23] Communication and Reporting - Independent directors are required to communicate regularly with the board and management, and they must submit annual reports detailing their activities and interactions with shareholders [32][34] - The company must ensure that independent directors have access to necessary information and resources to perform their duties effectively [38][39] Support and Compensation - The company is responsible for providing necessary working conditions and support for independent directors, including access to information and resources [37][38] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [42][43]

General Principles - The rules are established to protect the rights of the company, shareholders, and creditors, and to regulate the shareholder meeting according to relevant laws and the company's articles of association [1][2] - The company must strictly follow legal and regulatory requirements to ensure shareholders can exercise their rights [1][2] - The shareholder meeting is categorized into annual and temporary meetings, with the annual meeting held within six months after the end of the previous fiscal year [1][2] Convening Shareholder Meetings - Temporary shareholder meetings must be convened within two months of certain events, such as insufficient board members or significant losses [2][3] - Independent directors and the audit committee have the right to propose temporary meetings, and the board must respond within ten days [3][4] - Shareholders holding more than 10% of shares can request a temporary meeting, and if the board does not respond, they can approach the audit committee [4][5] Proposals and Notifications - Proposals must fall within the authority of the shareholder meeting and be clearly defined [13][14] - Shareholders holding more than 1% of shares can submit proposals ten days before the meeting [6][14] - Notifications for annual meetings must be sent 20 days in advance, while temporary meetings require 15 days' notice [15][16] Conducting the Meeting - The meeting should be held at the company's registered location, and shareholders can attend in person or via authorized representatives [20][21] - The meeting must maintain order, and measures should be taken against disruptions [22][23] - All shareholders registered on the equity registration date have the right to attend the meeting [23][24] Voting and Resolutions - Voting on related party transactions excludes related shareholders from participating [33][34] - Resolutions can be ordinary or special, with different voting thresholds required for approval [34][35] - The election of directors follows specific voting procedures, including cumulative voting for multiple positions [37][38] Meeting Records and Announcements - Meeting records must be maintained, detailing the time, participants, and voting results [50][51] - Resolutions must be announced promptly, including details of the voting outcomes and the number of shares represented [51][52] Amendments and Effectiveness - The rules are subject to approval by the shareholder meeting and can be amended accordingly [52][53] - The rules take effect upon approval and replace any previous regulations [57]

证券代码：603329 证券简称：上海雅仕 公告编号：2025-057 上海雅仕投资发展股份有限公司 关于向特定对象发行股票申请获得 中国证券监督管理委员会同意注册批复的公告 四、自同意注册之日起至本次发行结束前，你公司如发生重大事项，应及时 报告上海证券交易所并按有关规定处理。" 公司董事会将根据上述批复文件和相关法律法规的要求及公司股东会的授 权，在规定期限内办理本次向特定对象发行股票的相关事宜，并及时履行信息披 露义务。敬请广大投资者注意投资风险。 特此公告。 上海雅仕投资发展股份有限公司 董 事 会 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。 上海雅仕投资发展股份有限公司（以下简称"公司"）于近日收到中国证券监 督管理委员会出具的《关于同意上海雅仕投资发展股份有限公司向特定对象发行 股票注册的批复》（证监许可〔2025〕1825 号），主要内容如下： "一、同意你公司向特定对象发行股票的注册申请。 二、你公司本次发行应严格按照报送上海证券交易所的申报文件和发行方案 实施。 三、本批复自同意注册之日起 12 个月内有 ...

上海雅仕投资发展股份有限公司 证券代码：603329 证券简称：上海雅仕 公告编号：2025-053 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。 一、董事会会议召开情况 上海雅仕投资发展股份有限公司（以下简称"公司"）第四届董事会第十一次会 议于 2025 年 8 月 26 日在公司会议室以现场结合通讯表决方式召开，会议通知及相 关资料已于 2025 年 8 月 15 日以电子邮件方式发出。本次会议应出席会议的董事 9 名，实际出席会议的董事 9 名，其中现场参会董事 2 名，以通讯表决方式参会董事 与表决人数及召集、召开程序符合《公司法》和《公司章程》的有关规定，所作决 议合法有效。 二、董事会会议审议情况 本次董事会会议审议并通过了以下议案： (一)审议通过《关于公司 2025 年半年度报告及其摘要的议案》 详见公司于同日在上海证券交易所网站（www.sse.com.cn）披露的《2025 年半 年度报告》及其摘要。 表决结果：9 票同意，0 票反对，0 票弃权。 本议案已经公司第四届审计委员会第十二次会议审议通过。 ...

Group 1 - The company has established internal control defect recognition standards to enhance its internal control system and ensure effective evaluation of internal controls [1][2] - Internal control defects are categorized into design defects and operational defects based on their causes [1][2] - The severity of internal control defects is classified into major defects, important defects, and general defects, with major defects leading to a conclusion of ineffective internal control [1][2] Group 2 - Financial reporting internal control defects are defined as those that cannot reasonably ensure the reliability of financial reports, with a combination of qualitative and quantitative methods used for classification [2][3] - Major financial reporting defects are identified when misstatements exceed 1% of revenue or total assets, while important defects are identified when misstatements are below these thresholds but still significant [2][3] - Non-financial reporting internal control defects are assessed based on the severity of the business nature involved and the potential negative impact on various objectives [2][4] Group 3 - Major non-financial reporting defects are defined as those causing direct financial losses of 10 million RMB or more, while important defects range from 500,000 to 10 million RMB [3][4] - General defects are classified as those below 500,000 RMB and do not fall into the major or important categories [4]