证券代码：605333 证券简称：沪光股份 公告编号：2025-048 昆山沪光汽车电器股份有限公司 2025年第二次临时股东大会决议公告 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： （一）股东大会召开的时间：2025 年 7 月 22 日 （二）股东大会召开的地点：江苏省昆山市张浦镇沪光路 388 号四楼会议室 （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，大会主持情况等。 本次会议由公司董事会召集，采用现场投票与网络投票相结合的方式进行表 决，由董事长成三荣先生主持，符合《公司法》和《公司章程》等有关规定。 （五）公司董事、监事和董事会秘书的出席情况 1、公司在任董事7人，出席7人； 2、公司在任监事3人，出席3人； 3、董事会秘书成磊先生出席本次会议；其他高管列席本次会议。 (一)非累积投票议案 1、议案名称：关于取消监事会并修订《公司章程》及相关议事规则的议案 审议结果：通过 表决情况： | 股东类型 | 同意 | | 反 ...

北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于昆山沪光汽车电器股份有限公司 2025 年第二次临时股东大会的 法律意见书 国枫律股字[2025]A0365 号 致：昆山沪光汽车电器股份有限公司（贵公司） 北京国枫律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席并见 证贵公司 2025 年第二次临时股东大会（以下简称"本次会议"）。 本所律师根据《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》"）、《上市公司股东会规则》（以下简称 "《股东会规则》"）、《律师事务所从事证券法律业务管理办法》（以下简称"《证券法律 业务管理办法》"）、《律师事务所证券法律业务执业规则（试行）》（以下简称"《证券法 律业务执业规则》"）等相关法律、行政法规、规章、规范性文件及《昆山沪光汽车电器 股份有限公司公司章程》（以下简称"《公司章程》"）的规定，就本次会议的召集与召开 程序、召集人资格、出席会议人员资格、会议表决程序及表决结 ...

Summary of Conference Call Notes Industry Overview - The automotive industry experienced a price stabilization starting July 1, with major market leaders reducing end-user discounts, which is expected to stimulate consumer demand for vehicles, similar to the market response following last year's discount strategies [2][3] - New models from brands such as Xiaomi, Leapmotor, and Li Auto are anticipated to launch between July and September, likely driving total sales significantly [2][4] Company Focus: Hu Guang Co., Ltd. - Hu Guang Co. benefited from the delivery of the Wanjie M8, achieving 35,000 units, resulting in a performance inflection point with revenue and profit margins increasing over 70% quarter-on-quarter [2][7] - The company expects a fundamental turnaround in the second half of the year, particularly in Q4 [2][7] New Client Acquisition - New clients for Hu Guang in the second half include SAIC Huawei, Geely Zeekr, and NIO's Leda, with Leda's L90 model already receiving approximately 50,000 orders, contributing about 5,000 yuan per vehicle in value, which will significantly boost revenue [2][8] - The first model from SAIC Huawei is expected to launch in September with a target production of 70,000 units this year, representing another important revenue project for Hu Guang [8][12] Financial Projections - Hu Guang's full-year performance for 2025 is conservatively estimated between 750 million to 800 million yuan, with Q2 marking a profitability inflection point and Q4 expected to set historical highs [5][13] - The current valuation is approximately 15 times earnings, indicating a sufficient margin of safety [5][13] Robotics Sector Insights - In the robotics sector, while no major catalytic events are expected in the second half, individual product advancements and the recovery of leading enterprises in the supply chain are anticipated to create a series of catalysts in Q3 and Q4 [9][10] Investment Recommendations - Investors are advised to focus on new models with strong month-on-month sales trends, particularly those from Xiaomi, Leapmotor, and Li Auto, as well as key players in the robotics sector like Fuda and Haoneng [11] - Companies with low valuations and high certainty, such as Hu Guang, should also be prioritized, along with potential in the seating sector from companies like Jifeng and Yanpu [11] Strategic Directions - Beyond automotive wiring harnesses, Hu Guang has made significant progress in the robotics field, including project development and customer sampling, with plans to extend wiring products into drones and lawnmowers for rapid platform expansion [14] - In the face of increasing competition in the automotive sector, Hu Guang aims to leverage its scale advantages and quality customer structure to navigate through the cycle effectively [15]

昆山沪光汽车电器股份有限公司 2025 年第二次临时股东大会会议资料 昆山沪光汽车电器股份有限公司 2025 年第二次临时股东大会 会议资料 2025 年 7 月 昆山沪光汽车电器股份有限公司 2025 年第二次临时股东大会会议资料 目录 | 2025 年第二次临时股东大会会议议程 | 3 | | --- | --- | | 2025 年第二次临时股东大会会议须知 | 5 | | 关于取消监事会并修订《公司章程》及相关议事规则的议案 | 6 | | 关于修订公司部分管理制度的议案 | 7 | 2 / 7 昆山沪光汽车电器股份有限公司 2025 年第二次临时股东大会会议资料 昆山沪光汽车电器股份有限公司 2025 年第二次临时股东大会会议议程 会议召开方式：现场会议和网络投票相结合 现场会议时间：2025 年 7 月 22 日下午 2 点整 网络投票时间：2025 年 7 月 22 日 采用上海证券交易所网络投票系统（http://vote.sseinfo.com/home），通过交易系统 投票平台的投票时间为股东大会召开当日的交易时间段，即 9:15-9:25，9:30-11:30， 13:00-15:00； ...

Group 1 - The report highlights optimism for the export of air separation equipment and the development of smart fire safety systems under urban renewal policies, indicating a market space exceeding 100 billion yuan for air separation equipment [3][13][14] - Air separation equipment is crucial for producing industrial gases and is widely used in various industries such as coal chemical, petrochemical, metallurgy, and nuclear power [3][13] - The company Fostar has established a strong brand presence in overseas markets due to its quality certifications, customer resources, project experience, and competitive pricing [14][15][16] Group 2 - Urban renewal policies have been continuously introduced since 2025, focusing on creating livable, resilient, and smart cities, which has led to a significant demand for upgrading fire safety systems in older residential areas [3][17][18] - The report mentions that as of the end of 2024, contracts for urban renewal projects in Beijing have exceeded 50%, indicating a robust market for fire safety equipment upgrades [19] - Qingniao Fire Safety, a leading company in fire alarm systems, is actively exploring the market for upgrading fire safety equipment in existing buildings, focusing on intelligent upgrades and integrated safety solutions [19] Group 3 - The probe station market, a key testing equipment in semiconductor manufacturing, has shown strong growth potential, with a compound annual growth rate (CAGR) of 22.28% from 2013 to 2023 in mainland China [5][14] - The demand for probe stations is closely linked to advancements in semiconductor manufacturing processes and increased production volumes, with domestic leaders like Xidian accelerating the pace of domestic substitution [5][14] - The report indicates that Xidian's market share in China reached 25.7% in 2023, reflecting a strengthening trend towards domestic replacement of imported equipment [5][14]

Core Viewpoint - The article emphasizes the upward trend in the passenger car market, driven by new vehicle launches and consumer demand, particularly in the context of the ongoing transition to electric and intelligent vehicles [5][17][18]. Weekly Data - In the fourth week of June 2025, passenger car sales reached 579,000 units, representing a year-on-year increase of 8.0% and a month-on-month increase of 3.7% [1][38]. - New energy vehicle sales were 298,000 units, with a year-on-year increase of 26.7% and a month-on-month increase of 4.4%. The penetration rate for new energy vehicles was 51.6%, up 0.3 percentage points from the previous month [1]. Market Performance - The A-share automotive sector rose by 0.65% from June 30 to July 4, underperforming the CSI 300 index, which increased by 1.80% [2][31]. - Among sub-sectors, commercial passenger vehicles and motorcycle segments performed well, with increases of 4.91% and 5.68%, respectively [2][31]. Investment Recommendations - The article suggests focusing on high-quality domestic companies that are accelerating in smart technology and globalization, recommending companies such as Geely, BYD, Li Auto, Xiaomi, and Xpeng [3][6][18]. - For the auto parts sector, it highlights the potential of companies involved in intelligent driving and new energy vehicle supply chains, recommending firms like Berteli, Horizon Robotics, and Top Group [6][19]. Industry Analysis - In 2024, 17 Chinese auto parts companies made it into the global top 100, generating a total revenue of 110.4 billion yuan, which accounts for 11.7% of the global top 100 auto parts companies [4][16]. - The article notes that the Chinese auto parts industry is still significantly behind the vehicle manufacturing sector, indicating substantial growth potential in the future [4][12][16]. Passenger Vehicle Market Outlook - The article indicates a positive outlook for the passenger vehicle market, driven by new model launches and easing consumer hesitation due to recent promotional activities by manufacturers [5][17]. - The introduction of new models like the Xpeng G7 and the Leapmotor B01 is expected to enhance market dynamics, with significant pre-orders reported [5][17]. Electric Vehicle and Intelligent Driving Trends - The intelligent driving sector is experiencing a bifurcation, with affordable options gaining traction in the 150,000 yuan market, while high-end models are evolving towards multi-modal integration [5][17][19]. - The article anticipates that 2025 will mark a pivotal year for intelligent driving technology, with widespread adoption expected [19]. Motorcycle Market Insights - The motorcycle market is witnessing growth, particularly in the mid-to-large displacement segment, with sales of over 100,000 units in May 2025, reflecting a year-on-year increase of 31.1% [23]. - The article recommends focusing on leading companies in this segment, such as Chunfeng Power, as the market continues to expand [23]. Heavy Truck Market Dynamics - The heavy truck market is expected to benefit from expanded subsidy policies aimed at replacing older vehicles, with sales figures showing a year-on-year increase of 6.0% in May 2025 [24][25]. - The article suggests that the combination of natural gas truck adoption and policy support will drive demand upward, recommending companies like China National Heavy Duty Truck Group [25]. Tire Industry Outlook - The tire industry is positioned for growth, with strong demand and low valuations, as well as ongoing globalization efforts by leading companies [26][29]. - The article highlights the potential for significant performance improvements in tire companies due to advancements in smart manufacturing and product diversification [26][29].

Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association and related management rules in accordance with the new regulations effective from July 1, 2024, ensuring that the internal supervision mechanism remains operational through the audit committee of the board of directors [1][2]. Summary by Sections Abolishment of Supervisory Board - The company will no longer have a supervisory board or supervisors, with the audit committee taking over the supervisory functions as mandated by the Company Law [1]. - The decision was made during the 13th meeting of the third board of directors and the supervisory board on July 3, 2025 [1]. Amendments to Articles of Association - The articles of association have been revised to replace terms related to the supervisory board with those pertaining to the audit committee, including the removal of references to "supervisor" and "supervisory board" [2]. - Specific changes include the unification of terms from "shareholders' meeting" to "shareholders' assembly" and adjustments in clause numbering due to the deletion and addition of terms [2][3]. Legal Compliance - The amendments comply with the updated Company Law, regulations from the China Securities Regulatory Commission, and the Shanghai Stock Exchange listing rules [1][2]. - The company aims to maintain the legal rights and obligations of shareholders and ensure the protection of interests for all stakeholders [2]. New Provisions - New provisions have been added to clarify the responsibilities of the legal representative and the company's obligations in civil activities [4][5]. - The articles now include stipulations regarding the establishment of a Communist Party organization within the company, reflecting the integration of party activities into corporate governance [5]. Shareholder Rights and Responsibilities - The revised articles outline the rights of shareholders, including the right to dividends, participation in meetings, and the ability to request information [11][12]. - Shareholders are also required to comply with legal obligations and cannot abuse their rights to harm the company or other shareholders [17][18].

General Provisions - The company establishes a management system for the shares held by its directors and senior management to comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - This system applies to the management of shares held and traded by the company's directors and senior management [1] Prohibited Trading Situations - Directors and senior management are prohibited from transferring their shares under certain conditions, such as within one year of the company's stock listing and within six months after leaving their positions [2] - There are specific trading windows during which directors and senior management cannot buy or sell company shares, including 30 days before the announcement of annual and semi-annual reports [2][3] Short-term Trading Prohibitions - Directors and senior management must adhere to regulations regarding short-term trading, which prohibits selling shares within six months of purchase or buying shares within six months of selling [3][4] - Any profits from violations of this rule must be returned to the company, and the board must disclose the situation and remedial measures [3][4] Reporting and Disclosure of Trading Activities - Directors and senior management must provide timely updates on their personal information and trading activities to the company's board office [5][6] - The company must report any changes in the personal information of directors and senior management during their tenure and within six months after leaving [5] Management of Securities Accounts - Directors and senior management are required to manage their securities accounts and report any changes to the board [7] - The company will maintain a record of the basic information of current and recently departed directors and senior management regarding their securities accounts [7] Transferable Share Calculations - The transferable shares for directors and senior management are calculated based on their holdings at the end of the previous year, with a maximum of 25% transferable in the current year [8] - Any changes in shareholdings due to company actions, such as stock dividends or capital reductions, will affect the calculation of transferable shares [8] Responsibilities and Penalties - The company will report any violations of the trading rules by directors and senior management to the relevant regulatory bodies [9] - Internal disciplinary actions may be taken against those who violate the trading regulations, and serious violations may lead to penalties from regulatory authorities [9]

General Provisions - The company is established as a joint-stock company according to the Company Law of the People's Republic of China and other relevant regulations [2] - The company was approved by the China Securities Regulatory Commission to issue 40.1 million shares of common stock to the public on June 7, 2020, and was listed on the Shanghai Stock Exchange on August 18, 2020 [4] - The registered capital of the company is RMB 436,776,081 [2] Business Objectives and Scope - The company's business objective is to contribute to the development of the local economy [4] - The business scope includes the design, development, processing, manufacturing, and sales of automotive wiring harnesses, as well as the sale of automotive parts and related import/export activities [4][5] Share Issuance - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1.00 [6] - The total number of shares issued by the company is 436,776,081, all of which are common shares [6] Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [11][12] - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as provided by law [15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [49] - Shareholder meetings can be conducted in person or through electronic means, ensuring all shareholders have the opportunity to participate [50] Decision-Making and Voting - Resolutions at shareholder meetings can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][82] - Shareholders can propose agenda items for meetings, and the company must notify shareholders of the meeting details in advance [58][61] Legal Compliance and Governance - The company must comply with legal requirements regarding the issuance of shares, capital reduction, and other significant corporate actions [19][32] - The board of directors is responsible for ensuring that the company operates within the legal framework and adheres to corporate governance standards [17][18]

General Principles - The company establishes an insider information management system to enhance confidentiality and protect investors' rights based on relevant laws and regulations [1][2] - The board of directors is responsible for managing insider information, ensuring the accuracy and completeness of insider information records, with the chairman as the primary responsible person [1][2] Insider Information Scope - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock prices [3] - The scope of insider information includes major changes in business policies, significant investments, important contracts, major debts, significant losses, changes in external conditions, and other critical events [3][4] Insider Information Recipients - Insider information recipients include individuals and entities that can access insider information before it is publicly disclosed, with a confidentiality obligation [5] - The range of insider information recipients includes company directors, senior management, major shareholders, and relevant service providers involved in significant transactions [5][6] Confidentiality Management - All directors, senior management, and other insiders must strictly adhere to confidentiality protocols regarding insider information [6][7] - Measures must be taken to limit the number of individuals who have access to insider information before it is publicly disclosed [6][8] Registration and Record-Keeping - The board of directors is responsible for the registration and record-keeping of insider information recipients, ensuring timely updates and maintaining records for at least ten years [9][10] - The registration includes details such as the recipient's name, position, identification number, and the specifics of the insider information accessed [10][11] Accountability and Penalties - Violations of the insider information management system may result in disciplinary actions, including warnings, fines, or termination of employment, depending on the severity of the breach [12][13] - Criminal actions resulting from the misuse of insider information will be referred to judicial authorities for prosecution [12][13]