证券代码：688538 证券简称：和辉光电 公告编号：2025-044 上海和辉光电股份有限公司 一、召开会议的基本情况 （一）股东会类型和届次：2025年第一次临时股东会 （二）股东会召集人：董事会 关于召开2025年第一次临时股东会的通知 本公司董事会及全体董事保证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： 股东会召开日期：2025年9月12日 本次股东会采用的网络投票系统：上海证券交易所股东会网络投票系统 （三）投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结 合的方式 （四）现场会议召开的日期、时间和地点 召开日期时间：2025 年 9 月 12 日 14 点 00 分 召开地点：上海市金山工业区九工路 1333 号公司会议室 （五）网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东会网络投票系统 网络投票起止时间：自2025 年 9 月 12 日 至2025 年 9 月 12 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东会召开当日的交易时间段，即 9:15-9 ...

Core Viewpoint - The recent financial reports from Hehui Optoelectronics and Bayi Shikong show a divergence in profitability despite revenue growth, highlighting different operational strategies and market conditions for both companies [1]. Hehui Optoelectronics - Hehui Optoelectronics achieved a revenue of 2.67 billion yuan in the first half of the year, representing a year-on-year growth of 11.51%, with a significant reduction in losses, improving by 439 million yuan [2]. - The company reported a non-GAAP net loss improvement, with EBITDA reaching 473 million yuan, marking a turnaround from losses [2]. - Operating cash flow saw a substantial increase of 856%, totaling 233 million yuan [2]. - The company focuses on high-resolution AMOLED semiconductor display panels, targeting consumer electronics and expanding into professional display fields [3]. - Hehui's strategy emphasizes a differentiated product approach, particularly in the rapidly growing medium and large-sized display markets, leading to an 83.18% revenue increase in the tablet and laptop segment [3]. - In the smartphone sector, Hehui adjusted its product mix to enhance profitability by increasing prices on high-demand display panels while reducing production of lower-margin products [3]. - The company also strengthened its market presence in the wearable technology sector, improving margins through high-value Hybrid products [4]. Bayi Shikong - Bayi Shikong reported a revenue of 415 million yuan in the first half of the year, a year-on-year increase of 10.63%, but saw a decline in total profit to 39.22 million yuan, down 32.12% [5][6]. - The net profit attributable to shareholders decreased by 37.90% to 30.87 million yuan, with R&D expenses rising to 12% of revenue [5][6]. - The decline in profitability is attributed to increased R&D investments, higher depreciation costs from new projects, and expenses related to an employee stock ownership plan [7]. - Despite the profit decline, the company made progress in several projects, including stable mass production of high-performance liquid crystal materials for TVs and successful client testing for various display materials [7][8].

Core Viewpoint - The company, Hehui Optoelectronics, reported a revenue increase of 11.51% year-on-year for the first half of 2025, with total revenue reaching 2.67 billion yuan, while the net profit attributable to shareholders was a loss of 840 million yuan, which is an improvement of 34.32% compared to the previous year [1] Financial Performance - Total revenue for Q2 2025 was 1.462 billion yuan, reflecting a year-on-year increase of 15.09% [1] - The net profit attributable to shareholders for Q2 2025 was a loss of 332 million yuan, showing a year-on-year improvement of 47.86% [1] - Gross margin increased by 63.02% year-on-year, while net margin improved by 41.1% year-on-year [1] - Total expenses (selling, administrative, and financial) amounted to 367 million yuan, accounting for 13.73% of revenue, which is a decrease of 11.51% year-on-year [1] - Earnings per share were -0.06 yuan, an increase of 33.33% year-on-year [1] Business Model and Investment Returns - The company's historical return on invested capital (ROIC) has been poor, with a median ROIC of -4.95% since its listing, and the worst year being 2017 with an ROIC of -13.4% [2] - The company's performance heavily relies on capital expenditures, necessitating close scrutiny of the viability of these investments [2] Cash Flow and Debt Situation - The cash flow situation is concerning, with cash and cash equivalents to current liabilities at only 82.78%, and the average operating cash flow over the past three years being -6.47% of current liabilities [2] - The interest-bearing debt ratio has reached 59.17%, indicating a high level of debt relative to assets [2] Recent Developments and Market Position - The company has focused on the semiconductor display sector, enhancing operational resilience and adjusting strategies to boost market presence and product structure [3] - In 2024, the company achieved a revenue of 4.958 billion yuan, a 63.19% increase year-on-year, with significant growth in the MOLED segment for tablets and laptops, which saw a revenue increase of over 110% [3] - The first quarter of 2025 showed a revenue of 1.208 billion yuan, a 7.45% year-on-year increase, with a gross margin improvement of 16.37 percentage points [3]

Core Insights - The company reported a total revenue of 2.67 billion yuan for the first half of 2025, marking an increase of 275 million yuan and a year-on-year growth of 11.51% [1] - The net profit attributable to shareholders was -840 million yuan, an improvement of 439 million yuan compared to the same period last year [1] - The net cash inflow from operating activities was 233 million yuan, up 208 million yuan year-on-year, reflecting a significant increase of 855.77% [1] Financial Metrics - The latest debt-to-asset ratio stands at 66.92% [3] - The gross profit margin is -9.97%, which is an increase of 3.20 percentage points from the previous quarter and an increase of 16.99 percentage points year-on-year [3] - The return on equity (ROE) is -9.13%, showing an improvement of 2.20 percentage points compared to the same period last year [3] Earnings and Turnover - The diluted earnings per share are -0.06 yuan, an increase of 0.03 yuan from the same period last year [4] - The total asset turnover ratio is 0.09 times, which is an increase of 0.01 times year-on-year, reflecting a growth of 10.83% [4] - The inventory turnover ratio is 3.00 times [4] Shareholder Structure - The number of shareholders is 116,700, with the top ten shareholders holding 10.89 billion shares, accounting for 78.87% of the total share capital [4] - The largest shareholder is Shanghai Lianhe Investment Co., Ltd., holding 58.35% of the shares [4]

Core Viewpoint - The company reported a significant improvement in its financial performance for the first half of 2025, with a revenue increase and a reduction in net losses, indicating a positive trend in operational efficiency and market positioning [2][4]. Financial Performance - The company achieved a revenue of 2.67 billion yuan in the first half of 2025, representing a year-on-year growth of 11.51% [2]. - The net loss for the company was 840 million yuan, which is a 34.32% reduction compared to the 1.279 billion yuan loss in the same period of 2024 [2]. - The operating cash flow net amount reached 233 million yuan, a significant increase of 208 million yuan year-on-year, driven by revenue growth and improved gross margins [4]. Product Strategy and Market Position - The company is focusing on a differentiated product strategy, particularly in the mid-to-large size AMOLED market for tablets and laptops, which has shown substantial growth [2]. - In the laptop AMOLED panel segment, the company saw a more than 100% increase in both shipment volume and revenue, maintaining the top market share domestically [2]. - The company has successfully established stable supply relationships with major brands such as Honor, Lenovo, and Acer, and has expanded its partnerships with international laptop manufacturers [2]. Technological Advancements - The company invested 247 million yuan in R&D, accounting for 9.24% of its revenue, and is advancing various cutting-edge technologies [4]. - New products showcased at CES 2025, including a 14-inch 2.8K Hybrid Tandem and an 11.3-inch flexible LTPO Tandem, have garnered global industry attention, highlighting the company's leadership in high-end AMOLED display technology [4]. Future Outlook - The company plans to continue focusing on the mid-to-large size AMOLED panel strategy, enhancing its presence in high-end markets such as tablets, laptops, and automotive displays [4]. - With the recovery of industry demand and optimization of product structure, the company anticipates further narrowing of losses and a steady progression towards profitability [4].

Core Viewpoint - The company reported a significant increase in revenue for the first half of 2025, driven by advancements in key technologies and a strong market presence in the AMOLED semiconductor display panel sector [1] Financial Performance - The company achieved an operating income of 2.67 billion yuan, representing a year-on-year growth of 11.51% [1] - The net profit attributable to shareholders was a loss of 840 million yuan, compared to a loss in the same period last year [1] Technological Advancements - Key technologies such as Hybrid display new forms, Tandem stacked display technology, and EAGLE drive circuit design technology have been further commercialized [1] - The company has effectively matched the high-end customer demands in the AMOLED semiconductor display panel market [1] Market Performance - In the tablet and laptop sectors, the company accelerated market penetration through technological upgrades, significantly enhancing customer satisfaction [1] - The sales volume and average selling price both experienced year-on-year growth, leading to a substantial increase in revenue for this sector, which grew by 83.18% year-on-year [1]

General Principles - The rules are established to protect shareholders' legal rights and ensure the proper functioning of the shareholders' meeting [1][2] - The rules apply to all shareholders, their representatives, and other relevant attendees [2] - The shareholders' meeting is the highest authority of the company, responsible for major decisions [3][4] Rights and Obligations of Shareholders - Shareholders have rights proportional to their shareholding, including profit distribution, voting, and supervision of company operations [5][6] - Shareholders can request to review company documents and participate in meetings [7][8] - Shareholders must comply with laws and regulations, and misuse of rights can lead to liability [12][13] Powers of the Shareholders' Meeting - The shareholders' meeting has the authority to elect directors, approve financial reports, and make decisions on capital changes [15][16] - Certain significant transactions, such as guarantees exceeding specific thresholds, require approval from the shareholders' meeting [16][17] Convening and Notification of Shareholders' Meetings - Annual meetings must be held within six months after the end of the fiscal year, while temporary meetings can be called as needed [19][20] - Shareholders must be notified in writing at least 21 days before an annual meeting and 15 days before a temporary meeting [23][24] Proposals for Shareholders' Meetings - Proposals must fall within the powers of the shareholders' meeting and be submitted in advance [35][36] - Shareholders holding at least 1% of shares can propose items for discussion [36][37] Voting and Resolutions - Voting is conducted based on the number of shares held, with different thresholds for ordinary and special resolutions [68][69] - Certain matters require a higher voting threshold, such as capital changes and mergers [71][72]

Core Points - The document outlines the rules for shareholder meetings of Shanghai Hehui Optoelectronics Co., Ltd, ensuring the protection of shareholders' rights and the proper functioning of the highest authority within the company [1][2][3] Group 1: General Provisions - The rules are established based on the Company Law and Securities Law of the People's Republic of China, applicable to all shareholders and their representatives [1][2] - The shareholder meeting is the power institution of the company, responsible for major decisions [1][3] Group 2: Rights and Obligations of Shareholders - Shareholders have rights to dividends, attend meetings, supervise operations, and access company documents [2][3] - Shareholders must provide proof of their shareholding to access company information [3][5] Group 3: Powers of the Shareholder Meeting - The shareholder meeting has the authority to elect directors, approve financial reports, and decide on profit distribution [6][7] - Major asset transactions exceeding 30% of the company's audited total assets must be approved by the shareholder meeting [6][7] Group 4: Meeting Procedures - Annual meetings must be held within six months after the end of the fiscal year, while temporary meetings can be called under specific circumstances [12][18] - Shareholders must be notified of meetings at least 20 days in advance for annual meetings and 15 days for temporary meetings [22][23] Group 5: Proposals and Voting - Proposals must be within the powers of the shareholder meeting and clearly defined [34][35] - Voting can be conducted in person or through authorized representatives, with specific rules for counting votes and announcing results [67][79]

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 ...