证券代码：688153 证券简称：唯捷创芯 唯捷创芯（天津）电子技术股份有限公司 2025 年第四次临时股东大会会议资料 唯捷创芯（天津）电子技术股份有限公司 2025 年第四次临时股东大会 会议资料 二〇二五年八月 唯捷创芯（天津）电子技术股份有限公司 2025 年第四次临时股东大会会议资料 唯捷创芯（天津）电子技术股份有限公司 2025 年第四次临时股东大会会议资料目录 | 2025 | 年第四次临时股东大会会议须知 1 | | --- | --- | | 2025 | 年第四次临时股东大会会议议程 3 | | 2025 | 年第四次临时股东大会会议议案 5 | | 议案 | 1：关于取消监事会并修订《公司章程》的议案 5 | | 议案 | 2：关于修订公司部分治理制度的议案 6 | 唯捷创芯（天津）电子技术股份有限公司 2025 年第四次临时股东大会会议资料 唯捷创芯（天津）电子技术股份有限公司 2025 年第四次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 大会的顺利进行，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 ...

金融界消息 截至2025年8月12日收盘，唯捷创芯（688153）报收于34.12元，上涨0.95%，换手率 3.06%，成交量4.92万手，成交金额1.67亿元。 资金流向方面，今日主力资金净流入1026.47万元，占比成交额6.13%。其中，超大单净流入660.70万 元、占成交额3.95%，大单净流入365.77万元、占成交额2.19%，中单净流出流出88.55万元、占成交额 0.53%，小单净流出937.91万元、占成交额5.61%。 通过天眼查大数据分析，唯捷创芯(天津)电子技术股份有限公司共对外投资了6家企业，参与招投标项 目1次，知识产权方面有商标信息55条，专利信息208条，此外企业还拥有行政许可9个。 来源：金融界 唯捷创芯最新一期业绩显示，截至2025一季报，公司营业总收入5.09亿元、同比增长10.24%，归属净利 润1812.76万元，同比减少237.38%，扣非净利润2271.48万元，同比减少22.09%，流动比率7.065、速动 比率5.902、资产负债率14.20%。 天眼查商业履历信息显示，唯捷创芯(天津)电子技术股份有限公司，成立于2010年，位于天津市，是一 家以从事软件 ...

Market Overview - The Shanghai Composite Index closed at 3665.92 points, above the annual line, with a change of 0.50% [1] - The total trading volume of A-shares reached 1,905.21 billion yuan [1] Stocks Breaking Annual Line - A total of 27 A-shares have surpassed the annual line today, with notable stocks including Desay SV, Wanli Stone, and *ST Guohua, showing divergence rates of 4.85%, 4.59%, and 4.49% respectively [1] - Stocks with smaller divergence rates that just crossed the annual line include China CNR, Ninghu Expressway, and Huatian Technology [1] Top Divergence Rate Stocks - The top three stocks with the highest divergence rates are: - Desay SV (7.44% increase, 4.72% turnover rate, latest price 113.91 yuan, divergence rate 4.85%) [1] - Wanli Stone (4.93% increase, 5.82% turnover rate, latest price 31.30 yuan, divergence rate 4.59%) [1] - *ST Guohua (4.97% increase, 2.12% turnover rate, latest price 8.87 yuan, divergence rate 4.49%) [1] Additional Stocks with Notable Performance - Other stocks with significant performance include: - Kairun Co., Ltd. (4.82% increase, 4.94% turnover rate, latest price 22.40 yuan, divergence rate 4.08%) [1] - *ST Qingyan (3.39% increase, 4.36% turnover rate, latest price 14.64 yuan, divergence rate 3.05%) [1] - Huai Bei Mining (2.80% increase, 1.18% turnover rate, latest price 13.24 yuan, divergence rate 2.41%) [1]

Group 1 - The company, Weijie Chuangxin (Tianjin) Electronics Technology Co., Ltd., will hold its fourth extraordinary general meeting of shareholders on August 25, 2025, at 14:30 in Beijing [1][4] - The voting for the meeting will be conducted through the Shanghai Stock Exchange's online voting system, with specific time slots for trading and internet voting on the same day [2][6] - The meeting will include the review of two proposals that have already been approved by the company's board of directors [5][6] Group 2 - The company will cancel its supervisory board, with its functions being transferred to the board's risk and audit committee, in accordance with the Company Law of the People's Republic of China [19][20] - The company plans to revise its articles of association to reflect the cancellation of the supervisory board and to enhance compliance with current regulations [21][22] - Several governance systems will be amended to improve the company's governance structure and protect the rights of shareholders and investors [22]

Group 1 - The company, Weijie Chuangxin, announced that it will hold its fourth extraordinary general meeting of shareholders on August 25, 2025 [1] - The agenda for the meeting includes the proposal to cancel the supervisory board and amend the company's articles of association [1] - Additional proposals related to the revision of certain governance systems will also be discussed at the meeting [1]

Group 1 - The company, Vanchip, will hold its fourth extraordinary general meeting of shareholders on August 25, 2025, at 14:30 in Beijing [3][4] - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's network voting system [1][3] - Shareholders must register by 14:00 on the day of the meeting to participate, and specific documentation is required for both individual and corporate shareholders [4][5] Group 2 - The agenda includes the review of the "Funds Occupation Management System" proposal, which has already been approved by the company's board [2] - There are no related shareholders that need to abstain from voting on the proposals [2] - The company will publish relevant materials for the meeting on the Shanghai Stock Exchange's website prior to the meeting [2][3]

Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the board of directors' risk and audit committee, in accordance with the relevant laws and regulations [1][2] - The supervisory board will continue to perform its supervisory functions until the shareholders' meeting approves the abolition [2] - The company will revise its articles of association to enhance operational standards and align with the latest legal requirements, including the removal of references to the supervisory board [2][3] Group 2 - The company plans to amend several governance systems to improve its governance structure and protect the rights of shareholders and investors [2][6] - The proposed revisions include updates to the rules governing shareholder meetings, board meetings, independent director work, external guarantees, external investments, and related party transactions [6][7] - The revised governance documents will be disclosed on the Shanghai Stock Exchange website after approval by the shareholders' meeting [6][7]

General Principles - The rules aim to standardize the decision-making process of the board of directors of Weijie Chuangxin (Tianjin) Electronics Technology Co., Ltd. to enhance operational efficiency and scientific decision-making [1][2] - The board is responsible for the company's development goals and major operational activities, reporting to the shareholders' meeting [1][2] Composition and Powers of the Board - The board consists of 11 directors, including 4 independent directors, and is led by a chairman [2][3] - The board has the authority to convene shareholders' meetings, execute resolutions, decide on operational plans, and manage financial matters [2][3][4] - Specialized committees such as the Risk and Audit Committee, Strategic Committee, Nomination Committee, and Compensation and Assessment Committee are established under the board [2][3] Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [6][7] - Meeting notifications must be sent out in advance, and meetings require the presence of more than half of the directors to be valid [9][10] - Directors are encouraged to attend meetings in person, and if unable to do so, they must provide written opinions and delegate their voting rights [10][11] Decision-Making Process - Proposals must be discussed thoroughly before voting, and decisions require a majority vote from the attending directors [30][33] - Specific rules govern the voting process, including the need for independent directors' consent for certain proposals [28][30] - Directors must recuse themselves from voting on matters where they have a conflict of interest [34] Documentation and Record-Keeping - Meeting minutes must be recorded, detailing the date, attendees, agenda, and voting results [41][42] - Directors are required to sign off on meeting records and can provide written comments if they disagree with the minutes [42][43] Amendments and Compliance - The rules can be amended by the board and must be approved by the shareholders' meeting [47] - Any inconsistencies with laws or regulations will defer to the legal provisions [48]

Core Viewpoint - The external guarantee management system of Weijie Chuangxin (Tianjin) Electronic Technology Co., Ltd. aims to protect investors' interests, regulate the company's guarantee behavior, control asset operation risks, and promote healthy and stable development [1]. Group 1: General Principles - The system defines "external guarantees" as guarantees, mortgages, or pledges provided by the company on behalf of others, including guarantees for its controlling subsidiaries [1][2]. - The total amount of external guarantees includes guarantees provided by the company and its controlling subsidiaries [1]. - The company must adhere to principles of legality, prudence, mutual benefit, and safety in providing external guarantees [2]. Group 2: Approval Procedures - External guarantees must be approved by the board of directors or the shareholders' meeting [5]. - Guarantees exceeding 10% of the company's latest audited net assets require shareholders' meeting approval after board review [5]. - The board must ensure that any guarantee provided does not exceed 50% of the company's latest audited net assets [5]. Group 3: Risk Management - The company’s directors and senior management must carefully manage and control the debt risks arising from guarantees [2]. - The company must conduct thorough investigations into the financial and operational status of the entities seeking guarantees [3][4]. - The company must ensure that the guarantees provided are backed by sufficient collateral from the guarantors [2][4]. Group 4: Information Disclosure - The company is required to disclose information regarding external guarantees in accordance with the relevant regulations [12][13]. - Any external guarantee must be reported to the board and disclosed to the public if the guaranteed party fails to fulfill its debt obligations [13][14]. - The company must maintain confidentiality regarding guarantee information until it is publicly disclosed [12]. Group 5: Responsibilities of Related Parties - Any personnel involved in providing guarantees must adhere strictly to the established procedures and may face penalties for violations [14]. - The board of directors is responsible for investigating any potential violations of the guarantee procedures and must disclose the results [14][12]. - The company must establish a management system for the use of seals related to guarantee matters to prevent unauthorized use [14].

Core Points - Vanchip (Tianjin) Technology Co., Ltd. was established as a joint-stock company on April 30, 2015, with a registered capital of RMB 430,313,008 [2][4] - The company was approved for registration by the China Securities Regulatory Commission on March 1, 2022, and publicly issued 40.08 million shares, which were listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on April 12, 2022 [2][3] - The company's operational scope includes integrated circuit design consulting, research and development, testing, sales, and related technical services [4] Company Structure - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [3][11] - The general manager serves as the legal representative of the company, and the company is responsible for civil activities conducted in its name [3][4] - 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] Share Issuance and Management - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [5][6] - The total number of shares issued is 430,313,008, all of which are ordinary shares [5][6] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions approved by the shareholders' meeting [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the company's articles of association [9][10] - Shareholders holding more than 3% of the shares for over 180 days can request to inspect the company's accounting books [10][11] - Shareholders are prohibited from abusing their rights to harm the company or other shareholders' interests [14][41] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [18][19] - The board of directors is responsible for convening shareholder meetings and must provide legal opinions on certain matters [21][22] - Shareholders can propose agenda items for meetings, and the company must notify them of the meeting details in advance [25][26] Audit and Compliance - The company is required to maintain transparency and comply with information disclosure obligations as mandated by laws and regulations [12][13] - The risk and audit committee has the authority to request legal action against directors or senior management for violations that harm the company [13][14] - The company must ensure that its operations remain independent and that its assets and finances are managed separately from those of its controlling shareholders [16][17]