Group 1 - The core point of the news is the significant equity transfer involving GY Electronics, a leading domestic EDA company, where multiple shareholders transferred 5% of their shares to Shanghai Xinhui Chuang No. 1 Private Investment Fund for a total of 613 million yuan [1][2] - The equity transfer involved eight institutions, transferring a total of 21.7589 million shares at a price of 28.16 yuan per share, which is approximately 8% higher than the closing price on the announcement day [1] - The acquiring party, Shanghai Xinhui Chuang, has a strong government background, with major investors including the Shanghai State-owned Capital Investment Fund, indicating a strategic interest in the domestic EDA market [1][2] Group 2 - GY Electronics, as the first listed EDA company in China, has developed a comprehensive EDA toolchain covering device modeling and circuit simulation, reflecting its technological capabilities [2] - The domestic EDA market has maintained a growth rate of over 25% in the past three years, driven by leading companies like Huawei, although the localization rate remains below 15% [2] - The new shareholder is expected to assist GY Electronics in expanding its business opportunities within the Yangtze River Delta integrated circuit industry cluster, indicating potential strategic collaborations in AI+EDA and automotive-grade chip design [2]

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant laws and regulations [2][3] - The registered capital of the company is RMB 435,177,853 [2][5] - The company aims to promote the rapid advancement of the EDA industry and support the development of the integrated circuit industry through the development, manufacturing, and sales of related products and technologies [4] Company Structure - The company is a permanent joint-stock limited company [3] - The legal representative of the company is the chairman or president, elected by the board of directors [3][4] - The company can establish subsidiaries, branches, or representative offices as needed [4] Share Issuance - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1.00 [5][21] - The total number of shares issued by the company is 435,177,853, all of which are ordinary shares [5][21] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shares of the same type [5][21] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [12][36] - Shareholders are required to comply with laws, regulations, and the company's articles of association [16] - The company must maintain a shareholder register, which serves as proof of share ownership [34] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [51] - Shareholder meetings can be called under specific circumstances, such as when the number of directors falls below the required amount [51][52] - The company must provide adequate notice of meetings, including details on the agenda and voting procedures [62][63] Financial Assistance and Share Repurchase - The company may provide financial assistance for others to acquire its shares, subject to certain limitations [7] - The company can repurchase its shares under specific conditions, such as reducing registered capital or for employee stock ownership plans [25][26] Legal Compliance - The company must comply with the disclosure obligations as per the Securities Law and other relevant regulations [14][20] - Shareholders have the right to request legal action if the board of directors fails to act in the company's best interests [15][42]

Group 1 - The company held its 12th meeting of the second supervisory board on July 15, 2025, with all three supervisors present, confirming compliance with relevant laws and regulations [1][2] - The supervisory board approved a proposal to change the company's registered capital, abolish the supervisory board, and revise the company's articles of association, which will be submitted for shareholder approval [1] Group 2 - The voting result for the proposal was 3 votes in favor, with no abstentions or oppositions [1]

Meeting Information - The shareholder meeting is scheduled for July 31, 2025, at 14:00 [1] - The meeting will be held at the company's conference room located at 9th Floor, No. 4 Building, Silicon Coast International, 26 QiuYue Road, Pudong New District, Shanghai [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - The network voting will be available on July 31, 2025, during the trading hours of 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders must complete identity verification to vote on the internet platform [3] - Duplicate votes through different methods will be counted based on the first submission [3] Agenda Items - The meeting will review proposals including amendments to the company's articles of association, which have been approved by the board and supervisory board [2] - There are no related shareholders that need to abstain from voting [2] Attendance Requirements - Shareholders registered by the close of trading on July 25, 2025, are eligible to attend the meeting [3] - Proxy representatives must present valid identification and authorization documents [4][5] Registration Process - Registration for attendance must be completed by providing necessary documents either via email or by mail before July 28, 2025, at 17:00 [5] - All original documents must be accompanied by copies [5] Additional Information - Attendees are responsible for their own travel and accommodation expenses [8] - Contact information for inquiries includes an email address and specific contacts [8]

Group 1 - The company has announced changes to its registered capital, the cancellation of the supervisory board, and amendments to its corporate governance documents [1][2] - The registered capital has increased from RMB 433,931,345 to RMB 435,177,853, following the completion of the stock incentive plan [1] - The total number of shares has increased from 433,931,345 to 435,177,853 shares due to the vesting of restricted stock [1] Group 2 - The supervisory board will be abolished, and its functions will be transferred to the audit committee of the board of directors [2] - The number of directors on the board will increase from 7 to 9, adding one additional director and one employee director [2] - The supervisory board's rules will be abolished following the approval of these changes by the shareholders [2] Group 3 - Amendments to the company's articles of association include changes to the registered capital and the total number of shares [2][3] - The articles now state that the company's registered capital is RMB 435,177,853 and the total number of shares is 435,177,853 [2] - The articles have been revised to reflect the new governance structure and the cancellation of the supervisory board [2][3]

General Provisions - The rules are established to standardize the decision-making process of the shareholders' meeting of Shanghai Gaolun Electronics Co., Ltd. and ensure compliance with relevant laws and regulations [1][2] - These rules apply to the company, all shareholders, shareholder agents, directors, senior management, and other relevant attendees [1] Powers of the Shareholders' Meeting - The shareholders' meeting is the power institution of the company and exercises its powers within the scope defined by the Company Law and the company’s articles of association [2][3] - The shareholders' meeting has the authority to elect and replace directors, approve major asset transactions, and decide on changes in fundraising purposes, among other matters [2][3][4] Transaction Approval Criteria - Transactions involving assets exceeding 50% of the company's audited total assets or 50% of the company's market value must be submitted for shareholders' approval [4][5] - Specific thresholds for transactions related to net profit and revenue are also established, requiring approval if they exceed certain amounts [4][5] Shareholders' Meeting Types and Scheduling - The company holds an annual shareholders' meeting within six months after the end of the previous fiscal year and can hold temporary meetings as needed [5][6] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient directors or significant losses [6][7] Meeting Procedures - Shareholders can attend in person or via proxy, and the company must ensure a proper order during the meeting [6][30] - Legal opinions must be obtained on the legality of the meeting's procedures and the qualifications of attendees [6][12] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [10][21] - Notifications for meetings must be sent out in advance, detailing the time, place, and agenda [12][21] Voting and Resolutions - Voting can be conducted in person, online, or through other means, and resolutions require a majority or two-thirds majority depending on the type of resolution [45][46] - Special resolutions are required for significant corporate actions such as capital changes or mergers [46][47] Record Keeping and Transparency - Meeting records must be maintained for at least ten years, documenting attendance, discussions, and voting results [17][43] - The company must treat all shareholders equally and ensure transparency in the voting process [24][25]

上海概伦电子股份有限公司 简式权益变动报告书 上市公司名称：上海概伦电子股份有限公司 股票上市地点：上海证券交易所 股票简称：概伦电子 股票代码：688206 信息披露义务人：KLProTech H.K. Limited 住所及通讯地址：Suites 2902-03, 29/F, Tower 2, The Gateway, Harbour City, Kowloon, Hong Kong 股份变动性质：股份减少（协议转让） 签署日期：2025年7月 信息披露义务人声明 一、信息披露义务人依据《中华人民共和国证券法》(以下简称"《证券 法》")、《上市公司收购管理办法》（以下简称"《收购办法》"）、《公 开发行证券的公司信息披露内容与格式准则第15号—权益变动报告书》（以下 简称"《准则15号》"）及相关的法律、法规和规范性文件编写本报告书。 二、信息披露义务人签署本报告书已获得必要的授权和批准。其履行亦 不违反信息披露义务人章程或内部规则中的任何条款，或与之相冲突。 三、依据《证券法》《收购办法》《准则15号》的规定，本报告书已全 面披露了信息披露义务人在上海概伦电子股份有限公司中拥有权益的股份变动 情况。 ...

证券代码：688206 证券简称：概伦电子 公告编号：2025-044 上海概伦电子股份有限公司 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、准确性和完整性依法承担法律责任。 重要内容提示： ? 上海概伦电子股份有限公司（以下简称"公司""概伦电子""标的公 司"）股东 KLProTech H.K. Limited（以下简称"KLProTech"）、共青城明伦 投资合伙企业（有限合伙）（以下简称"共青城明伦"）、共青城峰伦投资合伙 企业（有限合伙）（以下简称"共青城峰伦"）、共青城伟伦投资合伙企业（有 限合伙）（以下简称"共青城伟伦"）、共青城经伦投资合伙企业（有限合伙） （以下简称"共青城经伦"）、共青城毅伦投资合伙企业（有限合伙）（以下简 称"共青城毅伦"）、共青城智伦投资合伙企业（有限合伙）（以下简称"共青 城智伦"）、井冈山兴伦投资合伙企业（有限合伙）（以下简称"井冈山兴伦"） （以上合称"转让方"）与上海芯合创一号私募投资基金合伙企业（有限合伙） （以下简称"上海芯合创""受让方"）签署了《股份转让协议书》，转让方拟 将其合计持有的公司 21 ...

证券代码：688206 证券简称：概伦电子 公告编号：2025-044 上海概伦电子股份有限公司 股东协议转让股份暨权益变动的提示性公告 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、准确性和完整性依法承担法律责任。 重要内容提示： 本次协议转让前，转让方合计持有 186,689,024 股概伦电子股份，占公 司总股本的 42.90%；受让方不持有公司股份。本次协议转让后，转让方合计持 有 164,930,131 股概伦电子股份，占公司总股本的 37.90%；受让方合计持有 21,758,893 股公司股份，占公司总股本的 5.00%。 受让方承诺在标的股份过户至受让方名下之日起 18 个月内，不减持其通 过本次协议转让取得的概伦电子股份。 本次协议转让不涉及公司控股股东、实际控制人，不触及要约收购，不 会导致公司控股股东、实际控制人发生变化。 上海概伦电子股份有限公司（以下简称"公司""概伦电子""标的公 司"）股东 KLProTech H.K. Limited（以下简称"KLProTech"）、共青城明伦 投资合伙企业（有限合伙）（以下简称"共青城明 ...

上海概伦电子股份有限公司 简式权益变动报告书 上市公司名称：上海概伦电子股份有限公司 股票上市地点：上海证券交易所 股票简称：概伦电子 股票代码：688206 信息披露义务人：KLProTech H.K. Limited 住所及通讯地址：Suites 2902-03, 29/F, Tower 2, The Gateway, Harbour City, Kowloon, Hong Kong 股份变动性质：股份减少（协议转让） 签署日期：2025年7月 1 信息披露义务人声明 一、信息披露义务人依据《中华人民共和国证券法》(以下简称"《证券 法》")、《上市公司收购管理办法》（以下简称"《收购办法》"）、《公 开发行证券的公司信息披露内容与格式准则第15号—权益变动报告书》（以下 简称"《准则15号》"）及相关的法律、法规和规范性文件编写本报告书。 二、信息披露义务人签署本报告书已获得必要的授权和批准。其履行亦 不违反信息披露义务人章程或内部规则中的任何条款，或与之相冲突。 三、依据《证券法》《收购办法》《准则15号》的规定，本报告书已全 面披露了信息披露义务人在上海概伦电子股份有限公司中拥有权益的股份变动 情况 ...