Core Points - The article outlines the independent director system of Shanghai Hehui Optoelectronics Co., Ltd, aimed at improving corporate governance and protecting the interests of minority shareholders and stakeholders [1][2]. Group 1: General Principles - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1][2]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities in accordance with laws, regulations, and the company's articles of association [1][2]. Group 2: Independence and Qualifications - The board of directors must have three independent directors, including at least one accounting professional [2]. - Independent directors must meet specific independence criteria, including not having close relationships with major shareholders or the actual controller of the company [3][4]. - Candidates for independent directors must possess relevant qualifications, including at least five years of experience in law, accounting, or economics [6][8]. Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [20][21]. - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholder meetings [21][22]. Group 4: Meetings and Reporting - Independent directors must attend board meetings in person and can only delegate their attendance under specific circumstances [12][13]. - They are required to submit annual reports detailing their activities, including attendance at meetings and interactions with minority shareholders [36][37]. Group 5: Legal Responsibilities - Independent directors are liable for any economic losses caused to the company due to their unauthorized departure from their duties [44]. - They must sign board resolutions and are responsible for ensuring compliance with laws and regulations [45][46].

上海和辉光电股份有限公司 关联交易决策制度 上海和辉光电股份有限公司 关联交易决策制度 第一章 总则 第一条 为保证上海和辉光电股份有限公司（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》 《上海证券交易所科创板股票上市规则》 （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 5 号——交易与关联交易》等有关法 律、法规、规范性文件及《上海和辉光电股份有限公司章程》 （以下简称"《公司 章程》"）的有关规定，制定本制度。 第二条 公司与关联方之间的关联交易行为除遵守有关法律、法规、规范 性文件和《公司章程》的规定外，还需遵守本制度的有关规定。 （七） 由本项第（一）项至第（六）项所列关联法人或关联自然人直接或 者间接控制的，或者由前述关联自然人（独立董事除外）担任董事、高级管理人 员的法人或其他组织，但公司及其控股子公司除外； （八） 间接持有公司 5%以上股份的法人或其他组织及其一致行动人； 第二章 关联方和关联关系 第三条 公司关联方包括关联法人和关 ...

General Principles - The rules aim to improve the corporate governance structure, regulate the board's operations, enhance decision-making efficiency, and ensure the board exercises its powers legally [1][2] - Directors must comply with laws, regulations, and the company's articles of association, fulfilling their duties with loyalty and diligence [1][2] Board Composition and Powers - The board consists of 10 directors: 5 shareholder representatives, 4 independent directors, and 1 employee representative [1][2] - The board has the authority to convene shareholder meetings, execute resolutions, determine business plans and investment proposals, and manage profit distribution [2][3] Decision-Making Procedures - Transactions exceeding the board's authorized scope must be submitted for shareholder approval [3][4] - The board must establish strict review and decision-making procedures for external investments and significant transactions [4][5] Financial Transactions - Specific thresholds for transactions requiring board approval include asset totals exceeding 10% of the company's audited total assets or transaction amounts exceeding 10% of market value [4][5] - Financial assistance transactions exceeding 10% of the company's audited net assets must also be submitted for shareholder approval [6] Committees and Responsibilities - The board has established several committees, including the Strategy and ESG Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee, each with specific responsibilities [9][10] Meeting Procedures - The board must hold at least four regular meetings annually, with proper notice given to all directors [12][13] - A quorum requires the presence of more than half of the directors, and decisions must be made by a majority vote [19][20] Documentation and Record-Keeping - Meeting records must be accurate and complete, signed by attending directors, and maintained for at least 10 years [21][25] - Resolutions must be documented in writing, with signatures from attending directors [22][36] Compliance and Amendments - The rules are subject to national laws and regulations, and any conflicts will defer to those higher regulations [38][42] - The rules will take effect upon the company's first public offering of H shares and listing on the Hong Kong Stock Exchange, superseding previous rules [41][42]

Core Points - The document outlines the independent director system for Shanghai Hehui Optoelectronics Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][3] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - The proportion of independent directors on the board must be no less than one-third, including at least one accounting professional [2][3] Group 1 - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles according to relevant laws and regulations [2][3] - Independent directors must avoid situations that could compromise their independence and must disclose any conflicts of interest [2][4] - The company must establish committees such as the audit committee, nomination committee, and compensation committee, with independent directors holding a majority in these committees [2][3] Group 2 - To qualify as an independent director, candidates must meet specific criteria, including relevant work experience and a clean personal record [3][4] - Certain individuals, such as those with significant shareholdings or familial ties to major shareholders, are prohibited from serving as independent directors [4][5] - Independent directors are required to conduct annual self-assessments of their independence and report their findings to the board [5][6] Group 3 - The nomination and election process for independent directors involves proposals from the board or shareholders, with a requirement for transparency and consent from nominees [7][8] - Independent directors must attend board meetings and can only be absent with prior review of materials and delegation of authority to another independent director [12][13] - The independent directors have specific rights, including the ability to hire external advisors and propose meetings to address significant issues [20][21] Group 4 - Independent directors must submit annual reports detailing their activities, including attendance at meetings and interactions with shareholders [19][20] - The company is responsible for providing necessary resources and support to independent directors to fulfill their duties effectively [38][39] - Compensation for independent directors must be approved by the board and disclosed in the company's annual report [43][44]

Core Viewpoint - The company, Shanghai Hehui Optoelectronics Co., Ltd., has announced adjustments to its Articles of Association and related rules following its H-share issuance and listing on the Hong Kong Stock Exchange, including the abolition of the supervisory board and the transfer of its powers to the audit committee of the board [1][3]. Summary by Sections Company Articles of Association Adjustments - The company has revised its Articles of Association to reflect the legal binding nature of the document for shareholders, directors, and senior management, allowing shareholders to sue the company and vice versa [3][4]. - The company will adopt a system of registered shares, with specific naming conventions for shares with restricted voting rights [3][4]. Capital Increase and Share Repurchase - The company can increase its capital through various methods, including issuing shares to unspecified objects and distributing bonus shares to existing shareholders [4][5]. - The company can repurchase its shares through public centralized trading or other legally recognized methods, with specific conditions for different scenarios of share repurchase [5][6]. Shareholder Rights - Shareholders are entitled to dividends, participate in shareholder meetings, and supervise the company's operations, among other rights [12][13]. - The company must ensure that all shareholders are treated fairly and that their legal rights are protected [14]. Board and Shareholder Meeting Procedures - The board of directors is responsible for convening shareholder meetings and must provide timely notifications regarding meeting details and proposals [18][19]. - Shareholders holding a significant percentage of shares can request the convening of temporary shareholder meetings under certain conditions [18][19]. Compliance and Responsibilities - The company’s controlling shareholders and actual controllers must adhere to regulations regarding the protection of the company and other shareholders' rights [15][16]. - The company is obligated to disclose information and comply with relevant laws and regulations regarding shareholder rights and corporate governance [15][16].

Core Viewpoint - The document outlines the decision-making system for related party transactions of Shanghai Hehui Optoelectronics Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties, in compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The system aims to protect the legitimate rights and interests of the company and non-related shareholders [1]. - Related party transactions must comply with laws, regulations, and the company's articles of association [1][2]. Group 2: Definition of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are company directors or senior management [2][3]. - Close family members of the aforementioned individuals are also considered related parties [2]. Group 3: Related Transactions - Related transactions encompass various types of dealings, including asset purchases, investments, and guarantees [7][8]. - Transactions must adhere to principles of honesty, legality, necessity, and fairness [12]. Group 4: Decision-Making Procedures - Related transactions require avoidance measures during contract signing, ensuring that related parties do not interfere with decision-making [10][11]. - The board of directors must consist of a majority of non-related directors for transaction approvals [17]. Group 5: Disclosure and Reporting - The company must disclose related transactions and ensure that independent directors review and approve them [21][22]. - Transactions exceeding certain thresholds require additional scrutiny, including audits or evaluations [19][20]. Group 6: Other Provisions - The document specifies that related party transactions must be documented and maintained for a minimum of ten years [36]. - The system will take effect upon the company's initial public offering of H shares and listing on the Hong Kong Stock Exchange [39].

Core Viewpoint - The document outlines the information disclosure management system of Shanghai Hehui Optoelectronics Co., Ltd., emphasizing the importance of timely, accurate, and fair disclosure of information to protect the rights of shareholders and other stakeholders [1][2]. Group 1: General Principles - The information disclosure system is established to manage the company's disclosure practices in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - Information to be disclosed includes periodic reports (quarterly, semi-annual, and annual), temporary reports on significant events, and documents related to stock issuance [1][2]. Group 2: Disclosure Obligations - The company and its information disclosure obligors must ensure that all disclosed information is true, accurate, complete, and understandable, avoiding any misleading statements or omissions [3][4]. - All investors should have equal access to significant information, and insider information must not be disclosed before it is legally required [3][4]. Group 3: Reporting Procedures - The chairman of the board is the primary responsible person for information disclosure, and the board secretary is responsible for executing disclosure tasks [6][7]. - Information disclosure documents must be submitted to the relevant regulatory bodies and published on designated media platforms [5][6]. Group 4: Regular Reports - The company must prepare and disclose annual, semi-annual, and quarterly reports within specified timeframes, ensuring that all significant information affecting investor decisions is included [12][13]. - Annual reports must be completed within four months after the fiscal year-end, while semi-annual reports must be completed within two months after the first half of the fiscal year [12][13]. Group 5: Temporary Reports - The company must immediately disclose any significant events that could impact stock trading prices or investor decisions, detailing the event's cause, current status, and potential effects [18][19]. - Major events requiring disclosure include significant financial losses, legal issues, and changes in control or ownership [18][19]. Group 6: Confidentiality and Exceptions - Company personnel with access to undisclosed information must maintain confidentiality and cannot disclose insider information [23][24]. - Disclosure can be temporarily postponed if it involves commercial secrets or could mislead investors, but must be disclosed once the reason for postponement is resolved [26][27]. Group 7: Penalties for Non-compliance - The company may hold responsible individuals accountable for any violations of the disclosure obligations, which could lead to internal disciplinary actions or legal consequences [28].

Group 1 - The core viewpoint of the article is that Shanghai Hehui Optoelectronics Co., Ltd. plans to use part of its temporarily idle raised funds for cash management to enhance fund efficiency and ensure shareholder interests [1][6][7] - The company raised a net amount of approximately RMB 8.00 billion from its initial public offering, with a total of 3,083,660,725 shares issued at a price of RMB 2.65 per share [1][2] - As of June 30, 2025, the remaining balance of the raised funds is RMB 1.60 billion, which includes a net interest income of RMB 229.28 million [2][3] Group 2 - The company intends to use up to RMB 300 million of the temporarily idle raised funds for cash management within a period of 12 months from the board's approval [3][6] - The cash management will focus on low-risk, high-liquidity investment products, such as structured deposits and guaranteed principal investments, issued by reputable banks [3][5] - The board of directors has authorized the chairman to make investment decisions within the approved limits, with the finance department responsible for implementation [3][5] Group 3 - The company will ensure that the cash management does not affect the normal operation of the fundraising projects and will prioritize using the income from cash management to cover any shortfalls in project investments [4][6] - The supervisory board has agreed that the cash management plan complies with relevant laws and regulations and does not conflict with the fundraising project's implementation [6][7] - The sponsor institution has confirmed that the cash management plan adheres to regulatory requirements and will not harm shareholder interests [7]

Core Viewpoint - The company, Shanghai Hehui Optoelectronics Co., Ltd., is utilizing its own funds to pay for part of the fundraising investment projects and will subsequently replace these with equivalent amounts from the raised funds, ensuring compliance with relevant regulations and maintaining operational efficiency [1][6]. Summary of Fundraising Situation - The company was approved to publicly issue shares, with a total of 3,083,660,725 shares issued at a price of 2.65 RMB per share, resulting in a net fundraising amount of approximately 8 billion RMB [1]. - As of June 30, 2025, the total committed investment for the sixth-generation AMOLED production line expansion project is approximately 800 million RMB, with cumulative investment amounting to about 663 million RMB [2]. Fundraising Investment Project Process - The company will initially use its own funds to pay for overseas equipment and services due to restrictions on the fundraising account, and will later replace these with raised funds [2][4]. - The finance department will track payments made with its own funds and will compile monthly summaries to ensure compliance with the company's fundraising management regulations [2][4]. Impact on Daily Operations - The approach of using own funds for project payments is expected to enhance fund utilization efficiency and will not affect the normal operation of fundraising investment projects or harm the interests of the company and its shareholders [4]. Decision-Making Procedures - The company’s board and supervisory committee approved the use of own funds for project payments and subsequent replacement with raised funds, ensuring compliance with legal and regulatory requirements [5]. Supervisory Committee Opinion - The supervisory committee agrees that the use of own funds followed by replacement with raised funds aligns with relevant regulations and does not alter the purpose of the raised funds or harm shareholder interests [5][6]. Sponsor Institution's Verification Opinion - The sponsor institution confirms that the company has followed necessary procedures and that the use of own funds for project payments will not disrupt the normal progress of fundraising investment projects [6].

Core Viewpoint - The report highlights Shanghai Hehui Optoelectronics Co., Ltd.'s financial performance and strategic focus on AMOLED display technology, emphasizing growth in the tablet and laptop sectors while addressing challenges in the smartphone market [1][2][3]. Company Overview and Financial Indicators - The company reported a revenue of 267,006.21 million RMB for the first half of 2025, an increase of 11.51% compared to the same period last year [2]. - The total profit for the period was -83,973.42 million RMB, showing an improvement of 44,309.80 million RMB year-on-year [2]. - The net cash flow from operating activities was 23,284.36 million RMB, a significant increase of 855.77% compared to the previous year [2][3]. - The company's net assets at the end of the reporting period were 919,436.55 million RMB, a decrease of 8.37% from the previous year [2]. Industry and Main Business Situation - The company operates in the semiconductor display industry, specifically in the manufacturing of display devices, which is classified as a strategic emerging industry in China [4]. - AMOLED technology is increasingly adopted across various sectors, including smart wearables, smartphones, tablets, laptops, and automotive displays, due to its superior display quality and energy efficiency [5][6][7]. Market Trends and Growth Potential - The global AMOLED market is projected to grow from approximately 350.3 billion RMB in 2024 to about 627.9 billion RMB by 2030, with a compound annual growth rate (CAGR) of 10.2% [5]. - In the tablet and laptop segment, the penetration rate of AMOLED displays is expected to rise from 5.5% in 2024 to 23.9% by 2030, with a corresponding market size increase from 27.9 billion RMB to 153.8 billion RMB [5]. - The automotive display market is also anticipated to grow significantly, with a projected CAGR of 44.2% from 2024 to 2030 [6]. Competitive Position and Strategic Focus - The company is recognized as a leader in the AMOLED display market, particularly in the medium and large-size segments, holding a significant market share in China [9][10]. - The company has established long-term partnerships with major brands in the consumer electronics sector, ensuring stable supply and demand for its products [23]. - The focus on R&D and innovation has led to the development of key technologies such as Hybrid and Tandem display technologies, enhancing the company's competitive edge [14][19]. Innovation and R&D Achievements - The company has invested heavily in R&D, with a total expenditure of 247 million RMB in the reporting period, representing 9.24% of its revenue [3][14]. - The company has developed 18 core AMOLED technologies, including flexible displays and high refresh rates, which are crucial for maintaining its market leadership [19][25]. - The company has received numerous industry certifications and awards, reflecting its commitment to quality and innovation in the AMOLED display sector [25].