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]

Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Definition and Principles - The system defines fund occupation as both operational and non-operational fund occupation, with specific examples provided [2]. - The company must strictly monitor fund flows when engaging in transactions with controlling shareholders and related parties to prevent fund occupation [4]. - The company is prohibited from providing funds to controlling shareholders and related parties through various means, including covering expenses or providing loans without proper transaction backgrounds [2][4]. Group 2: Responsibilities and Measures - The controlling shareholder and actual controller have a duty of integrity towards the company and other shareholders, and must not exploit their control to harm the company's interests [3]. - The company has established a leadership group to oversee the prevention of fund occupation by controlling shareholders and related parties [4]. - The financial department is responsible for regular checks and reporting on non-operational fund transactions with controlling shareholders and related parties [4]. Group 3: Approval and Accountability - Any external guarantees provided by the company must be approved by the board of directors and the shareholders' meeting, especially if they exceed certain thresholds related to the company's net assets [5][6]. - Directors and senior management are liable for any losses incurred due to violations of laws or regulations regarding guarantees [5][8]. - The company must ensure that any funds occupied by controlling shareholders are repaid in cash, with strict controls on non-cash repayments [6]. Group 4: Transaction Procedures - The company must adhere to strict procedures for payments related to transactions with related parties, ensuring compliance with agreements and internal regulations [7]. - The financial department must obtain approval from the financial director and the legal representative before processing payments to related parties [7]. Group 5: Penalties and Amendments - Directors and senior management who assist or condone the occupation of company assets will face disciplinary actions, including potential removal from their positions [8]. - The management system must be approved by the shareholders' meeting and will be amended as necessary to comply with national laws and regulations [8].

General Provisions - The purpose of the remuneration and assessment committee is to enhance the management system for the remuneration and assessment of directors and senior management, improve corporate governance, and assist the board in making informed decisions [1][2] - The committee is established by the board of directors and is responsible for formulating assessment standards and remuneration policies for directors and senior management [1][2] Personnel Structure - The committee consists of three directors, with at least two independent directors, who must hold more than half of the committee's positions and serve as the convener [2][3] - The committee members are nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by the board [2][3] Responsibilities and Authority - The main responsibilities of the committee include proposing remuneration for directors and senior management, suggesting changes to equity incentive plans, and advising on shareholding plans for subsidiaries [2][3] - The committee must document any recommendations not adopted by the board, including reasons for non-acceptance [2][3] Work Procedures - The human resources department operates under the committee's guidance to assist in remuneration and assessment tasks, providing necessary financial and performance data [3][4] - The committee evaluates directors and senior management based on audited financial results and self-assessment reports, proposing performance assessment outcomes for board approval [4][5] Meeting Rules - The committee holds at least two regular meetings annually, with additional meetings called as needed, requiring a two-thirds attendance for validity [5][6] - Decisions are made by majority vote, and meeting records must be kept, ensuring confidentiality of discussed matters [5][6] Supplementary Provisions - The work system is subject to national laws and regulations, and any conflicts with future laws or amendments to the company's articles of association will be resolved in favor of the latter [6]

昆山沪光汽车电器股份有限公司 关联交易管理制度 第一章 总则 第一条 为保证昆山沪光汽车电器股份有限公司（以下简称"公司"）与关 联方之间的关联交易符合公平、公正、公开的原则，确保公司的关联交易行为不 损害公司和非关联股东的合法权益，根据《中华人民共和国公司法》、《中华人 民共和国证券法》、《上海证券交易所股票上市规则》等有关法律、法规、规范 性文件及《昆山沪光汽车电器股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，结合公司实际情况，制订本制度。 第二条 公司与关联人之间的关联交易除遵守有关法律、法规、规范性文件 及《公司章程》规定外，还需遵守本制度的有关规定。 第三条 公司与关联人之间的关联交易应签订书面协议。协议的签订应当遵 循平等、自愿、等价、有偿的原则，协议内容应明确、具体。 第四条 关联交易活动应遵循公平、公正、公开的原则,关联交易的价格原则 上不能偏离市场独立第三方的价格或收费的标准。 第五条 公司股东、董事、高级管理人员不得利用其关联关系损害公司利益。 违反规定的，给公司造成损失的，应当承担赔偿责任。 第二章 关联交易及关联人 第六条 关联关系，是指公司控股股东、实际控制人、董事、高 ...

审计委员会工作制度 第一章 总 则 第一条 为适应战略发展需要，增强公司核心竞争力，确定公司发展规划， 健全投资决策程序，加强决策科学性，提高重大投资决策的效益和决策的质量， 完善公司治理结构，《中华人民共和国公司法》（以下简称"《公司法》"）、 《上市公司治理准则》、《昆山沪光汽车电器股份有限公司章程》（以下简称"《公 司章程》"）及其他有关规定，公司董事会特设立董事会审计委员会（以下简称 "委员会"），并制定本工作制度。 第二条 审计委员会是董事会下设的专门委员会负责审核公司财务信息及其 披露、监督及评估内外部审计工作和内部控制，对董事会负责，向董事会报告工 作。 第三条 审计委员会成员须保证足够的时间和精力履行委员会的工作职责， 勤勉尽责，切实有效地监督上市公司的外部审计，指导公司内部审计工作，促进 公司建立有效的内部控制并提供真实、准确、完整的财务报告。 第四条 公司须为审计委员会提供必要的工作条件，配备专门人员或机构承 担审计委员会的工作联络、会议组织、材料准备和档案管理等日常工作。审计委 员会履行职责时，公司管理层及相关部门须给予配合。 第二章 人 员 结 构 昆山沪光汽车电器股份有限公司 第五条 ...

昆 山 沪 光 汽 车 电 器 股 份 有 限 公 司 提 名 委 员 会 工 作 制 度 第一章 总 则 第一条 为适应战略发展需要，增强公司核心竞争力，确定公司发展规划， 健全投资决策程序，加强决策科学性，提高重大投资决策的效益和决策的质量， 完善公司治理结构，《中华人民共和国公司法》、《上市公司治理准则》、《昆 山沪光汽车电器股份有限公司章程》（以下简称"《公司章程》"）及其他有关 规定，公司董事会特设立提名委员会（以下简称"委员会"），并制定本工作制 度。 第二条 提名委员会是董事会按照股东会决议设立的专门工作机构，主要负 责拟定董事、高级管理人员的选择标准和程序，对董事、高级管理人员人选及其 任职资格进行遴选、审核。 第二章 人 员 结 构 第三条 委员会由 3 名董事组成，其中独立董事 2 名。独立董事应当在委员 会成员中占有 1/2 以上的比例。 第四条 委员会委员由董事长、二分之一以上独立董事或者三分之一以上全 体董事提名，并由董事会选举产生。 第五条 委员会设主任委员（召集人）一名，由独立董事担任，负责主持委员 会工作；主任委员由委员选举，报董事会审批产生。 第六条 委员会任期与董事会一致， ...

昆山沪光汽车电器股份有限公司 信息披露管理制度 第一章 总则 第一条 为保障昆山沪光汽车电器股份有限公司（以下简称"本公司"或"公 司"）的信息披露行为，确保公司信息披露的真实、准确、完整与及时，切实保 护公司、股东及投资者的合法权益，根据《中华人民共和国公司法》、《中华人 民共和国证券法》、《上市公司信息披露管理办法》、《上市公司治理准则》、 《上海证券交易所股票上市规则》（以下简称"《上市规则》"）、《上海证券 交易所上市公司自律监管指引第 2 号——信息披露事务管理》等相关法律、法 规、规范性文件以及《昆山沪光汽车电器股份有限公司章程》（以下简称"公司 章程"）的规定，制定本制度。 第二条 本制度所称"信息披露义务人"是指公司及其董事、高级管理人员、 股东、实际控制人，收购人，重大资产重组、再融资、重大交易有关各方等自然 人、单位及其相关人员，破产管理人及其成员，以及法律、行政法规和中国证监 会规定的其他承担信息披露义务的主体。 第三条 信息披露义务人应当及时依法履行信息披露义务，披露的信息应当 真实、准确、完整，简明清晰、通俗易懂，不得有虚假记载、误导性陈述或者重 大遗漏。 信息披露义务人披露的信息应 ...