上海市广发律师事务所 关于上海雅创电子集团股份有限公司 2023 年度股东大会的法律意见书 致：上海雅创电子集团股份有限公司 上海雅创电子集团股份有限公司（以下简称"公司"）2023 年度股东大会 于 2024 年 6 月 27 日在上海市闵行区春光路 99 弄 62 号西二楼公司 201 大会议室 召开。上海市广发律师事务所经公司聘请，委派王俊峰律师、陈艺臻律师列席现 场会议，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《上市 公司股东大会规则（2022 年修订）》（以下简称"《股东大会规则》"）等法 律法规、其他规范性文件以及《上海雅创电子集团股份有限公司章程》（以下简 称"《公司章程》"）的规定，就本次股东大会的召集和召开程序、召集人及出 席会议人员的资格、会议议案、表决方式和表决程序、表决结果和会议决议等出 具本法律意见书。 1 的。本所同意，公司可以将本法律意见书作为公司本次股东大会公告材料，随其 他需公告的信息一起向公众披露，本所依法对发表的法律意见承担责任。 本所律师根据相关法律、法规和规范性文件的要求，按照律师行业公认的业 务标准、道德规范和勤勉尽责精神发表意见如下： 一、本次股东 ...

| 证券代码：301099 | 证券简称：雅创电子 | 公告编号：2024-076 | | --- | --- | --- | | 债券代码：123227 | 债券简称：雅创转债 | | 上海雅创电子集团股份有限公司 关于向下修正"雅创转债"转股价格的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 （二） 可转债上市情况 经深圳证券交易所同意，公司 36,300.00 万元可转换公司债券于 2023 年 11 月 10 日起在深圳证券交易所挂牌交易，债券简称"雅创转债"，债券代码"123227"。 （三）可转债转股期限 本次发行的可转债转股期限自发行结束之日（2023 年 10 月 26 日）起满六 个月后的第一个交易日起至可转债到期日止，即 2024 年 4 月 26 日至 2029 年 10 月 19 日。（如遇法定节假日或休息日延至其后的第 1 个工作日；顺延期间付息 款项不另计息） 特别提示： 一、可转债基本情况 （一） 可转债发行情况 经中国证券监督管理委员会（以下简称"中国证监会"）《关于同意上海雅创 电子集团股份有限公司向不特定对象发行可转 ...

证券代码：301099 证券简称：雅创电子 公告编号：2024-078 债券代码：123227 债券简称：雅创转债 上海雅创电子集团股份有限公司 2023 年度股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 一、 重要提示 1. 本次股东大会未出现否决议案的情形。 2. 本次股东大会不涉及变更前次股东大会决议。 二、 会议召开和出席情况 （一）会议召开时间： 1、现场会议召开时间：2024年6月27日（星期四）下午13:30 2、网络投票时间：2024年6月27日（星期四） 通过深圳证券交易所交易系统进行网络投票的具体时间为：2024年6月27 日9:15—9:25,9:30—11:30 和13:00—15:00； 通过深圳证券交易所互联网投票系统进行投票的具体时间为：2024年6月 27日上午9:15—下午15:00期间任意时间。 （二）召开地点：上海市闵行区春光路99弄62号西二楼公司201大会议室 （三）召开方式：采取现场投票与网络投票相结合的方式 （四）召集人：公司董事会 （五）会议主持人：董事长谢力书先生 （六）本次股东大会的召集、 ...

1、 审议通过了《关于选举公司第二届监事会主席的议案》 经审议，公司监事会同意选举许新平女士担任公司第二届监事会主席， 任期自本次监事会审议通过之日起至第二届监事会任期届满时止。 上海雅创电子集团股份有限公司 第二届监事会第二十二次会议决议公告 本公司及监事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 一、监事会会议召开情况 上海雅创电子集团股份有限公司（以下简称"公司"）第二届监事会第二十 二次会议于 2024 年 6 月 27 日以现场方式召开。本次会议在公司同日召开的公 司 2023 年股东大会补选产生第二届监事会成员后，经第二届监事会全体监事 一致同意豁免本次会议通知期限，现场发出会议通知。本次会议应出席监事 3 名，实际出席监事 3 名。会议由过半数监事共同推举的监事许新平女士召集并 主持，公司董事会秘书列席本次会议。本次会议的召集、召开符合《公司法》 和《公司章程》的相关规定，决议合法有效。 二、监事会会议审议情况 与会监事审议并以记名投票表决的方式，审议并通过了如下议案： | 证券代码：301099 | 证券简称：雅创电子 | 公告编号：2024-075 ...

| 证券简称：雅创电子 | 公告编号：2024-077 | | --- | --- | | 证券代码：301099 | | 上海雅创电子集团股份有限公司 1、审议通过了《关于向下修正"雅创转债"转股价格的议案》 根据《上海雅创电子集团股份有限公司创业板向不特定对象发行可转换公司 债券募集说明书》（以下简称"《募集说明书》"）等相关条款的规定及公司 2023 年度股东大会的授权，董事会决定将"雅创转债"转股价格向下修正为 45.22 元/ 股，修正后的转股价格自 2024 年 6 月 28 日起生效。 债券代码：123227 债券简称：雅创转债 第二届董事会第二十六次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 上海雅创电子集团股份有限公司（以下简称"公司"）第二届董事会第二十 六次会议于 2024 年 6 月 27 日以现场结合通讯会议的方式召开（其中，董事黄 绍莉女士以通讯会议方式出席会议）。本次会议在公司同日召开的公司 2023 年 股东大会后，经第二届董事会全体董事一致同意豁免本次会议通知期限，现场 发出会议通知。会议应出席董事 7 人， ...

Financial Performance - The company's revenue for Q3 2023 was ¥699,068,842.93, representing a 7.50% increase year-over-year[5] - Net profit attributable to shareholders decreased by 75.75% to ¥10,146,779.49 for the quarter, and by 68.53% to ¥37,517,778.22 for the year-to-date[5] - The basic and diluted earnings per share were both ¥0.13, down 75.00% compared to the same period last year[5] - In the first three quarters of 2023, the company achieved operating revenue of CNY 1,654.49 million, an increase of 1.69% year-on-year[16] - The company's net profit attributable to shareholders for the first three quarters was CNY 37.52 million, a decrease of 68.53% year-on-year[16] - In Q3 2023, the company reported operating revenue of CNY 699.07 million, a quarter-on-quarter increase of 37.70%[16] - Total operating revenue for Q3 2023 reached ¥1,654,488,176.31, an increase of 1.8% compared to ¥1,627,034,106.31 in Q3 2022[23] - The net profit for Q3 2023 was CNY 41,793,627.37, a decrease of 67.24% compared to CNY 127,636,080.80 in Q3 2022[24] - The company reported a total comprehensive income of CNY 45,151,182.04 for Q3 2023, down from CNY 141,506,917.31 in Q3 2022[24] - The basic and diluted earnings per share for Q3 2023 were both CNY 0.47, compared to CNY 1.49 in the same quarter last year[24] Assets and Liabilities - Total assets increased by 7.76% to ¥2,298,838,346.80 compared to the end of the previous year[5] - Current assets totaled ¥1,648,270,856.14 as of September 30, 2023, slightly up from ¥1,631,498,565.13 at the beginning of the year[20] - Total liabilities increased to ¥1,144,415,178.58 in Q3 2023, compared to ¥979,027,730.72 in Q1 2023, reflecting a growth of 16.9%[21] - Total assets reached ¥2,298,838,346.80 as of September 30, 2023, up from ¥2,133,249,716.90 at the beginning of the year, marking an increase of 7.8%[21] Cash Flow - Cash flow from operating activities for the year-to-date was ¥25,292,883.53, a significant improvement of 111.89% compared to the previous year[5] - The net cash flow from operating activities was CNY 25,292,883.53, recovering from a negative cash flow of CNY -212,789,552.98 in Q3 2022[25] - Cash and cash equivalents decreased to ¥203,489,499.40 from ¥213,621,274.95 at the start of the year, a decline of 4.9%[20] - Cash and cash equivalents at the end of Q3 2023 were CNY 200,388,122.42, a decrease from CNY 146,836,379.42 at the end of Q3 2022[26] - The net cash flow from financing activities was CNY 184,562,134.59, down from CNY 285,901,022.29 in Q3 2022[26] Investment and Expenses - Research and development expenses rose by 40.11% to ¥46,465,501.16, indicating increased investment in innovation[9] - The company reported an investment loss of ¥17,888,225.56 due to the acquisition of a stake in WE, reflecting challenges in investment performance[9] - The company incurred operating expenses of CNY 1,696,342,275.66, slightly up from CNY 1,685,979,594.50 in the previous year[25] - The total cash inflow from investment activities was CNY 11,562,734.22, compared to CNY 18,972,646.99 in Q3 2022[25] - The company’s total liabilities increased, with cash outflow for debt repayment amounting to CNY 628,733,258.38, up from CNY 396,831,906.60 in the previous year[26] Business Segments - The electronic components distribution business generated revenue of CNY 1,459.25 million in the first three quarters, remaining stable compared to the previous year[17] - The self-developed IC business achieved revenue of CNY 186.64 million in the first three quarters, up 31.93% year-on-year[17] - In Q3 2023, the self-developed IC revenue was CNY 73.62 million, with a gross margin of 40.05%[17] - The company is focusing on the automotive electronics sector, which is expected to see increasing demand due to trends in electrification and intelligence[17] - The company is recognized for its automotive analog IC products, which have been adopted by major automotive manufacturers such as BYD and NIO[17] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 12,529, with no preferred shareholders[11] - The company experienced a 41.74% increase in prepayments, primarily due to advance payments to suppliers[9] - The investment loss from the joint venture Weiyali has negatively impacted the company's net profit both year-on-year and quarter-on-quarter[16]

Financial Performance and Dividends - Total shares for dividend distribution: 79,200,000 shares after deducting 800,000 shares from the repurchase account[1] - Cash dividend proposal: 0.7 RMB per 10 shares (tax included)[1] - Capital reserve transfer: 3 additional shares per 10 shares[1] - Revenue for 2023 reached 2.47 billion yuan, a 12.14% increase compared to 2022[21] - Net profit attributable to shareholders in 2023 was 53.26 million yuan, a 65.45% decrease from 2022[21] - Operating cash flow improved significantly, with a 55.01% reduction in negative cash flow to -124.09 million yuan in 2023[21] - Basic earnings per share decreased by 65.28% to 0.67 yuan in 2023[21] - Weighted average return on equity dropped to 5.31% in 2023, down 11.61 percentage points from 2022[21] - Total assets grew by 25.66% to 2.68 billion yuan at the end of 2023[21] - Q4 2023 revenue was the highest at 815.74 million yuan, showing strong seasonal performance[23] - Q2 2023 had the highest net profit attributable to shareholders at 16.70 million yuan[23] - Q4 2023 saw the largest negative operating cash flow at -149.39 million yuan[23] - The company's revenue has shown consistent growth, increasing from 1.42 billion yuan in 2021 to 2.47 billion yuan in 2023[21] - In 2023, the company achieved operating revenue of RMB 2.470223 billion, a year-on-year increase of 12.14%, with a gross profit margin of 17.87%, down 2.56 percentage points year-on-year[60] - The company's net profit attributable to shareholders of the listed company was RMB 53.2625 million, a year-on-year decrease of 65.45%[64] - The company's operating cash flow improved significantly, with a net cash flow from operating activities of -124.09 million yuan in 2023, compared to -275.81 million yuan in 2022, an increase of 55.01%[78] - The net cash flow from financing activities increased by 59.94% to 649.91 million yuan in 2023, primarily due to the issuance of convertible bonds[78] - The company's cash and cash equivalents increased by 487.18% to 237.94 million yuan in 2023, compared to a decrease of 61.45 million yuan in 2022[78] - The company's investment activities resulted in a net cash outflow of 279.19 million yuan in 2023, a 43.87% increase from 2022, mainly due to payments for WEC and Weili equity transfers[78] - The company's non-operating income included a significant investment loss of 27.72 million yuan, accounting for -36.33% of total profit, due to the acquisition of Weili equity[83] - The company's asset impairment loss was 30.34 million yuan, primarily due to inventory write-downs[83] - The company's credit impairment loss was 7.35 million yuan, mainly due to bad debt provisions for accounts receivable[83] - The company's operating cash flow was significantly impacted by the discounting of received bills, with 180.79 million yuan from bill discounting included in financing activities in 2023[81] - Cash and cash equivalents increased by 111.7% to 452.26 million yuan, accounting for 16.87% of total assets, primarily due to the issuance of convertible bonds[85] - Accounts receivable increased by 10.0% to 877.40 million yuan, but its proportion of total assets decreased by 4.65 percentage points to 32.73%[85] - Inventory decreased by 25.3% to 304.11 million yuan, with its proportion of total assets dropping by 7.75 percentage points to 11.34%, due to enhanced inventory management and increased sales[86] - Long-term equity investments increased to 132.14 million yuan, accounting for 4.93% of total assets, mainly due to the acquisition of a stake in Weiyali[86] - Short-term borrowings increased by 32.5% to 724.45 million yuan, accounting for 27.03% of total assets, driven by increased bank loans as revenue grew[86] - Trading financial assets increased by 105.5% to 119.83 million yuan, accounting for 4.47% of total assets, mainly due to increased structured deposits and bills[86] - Goodwill increased by 28.9% to 126.92 million yuan, accounting for 4.73% of total assets, primarily due to the consolidation of WEC[86] - Overseas assets accounted for 14.53% of the company's net assets, with Hong Kong Taixin contributing 15.81 million yuan in net assets and 2.34 million yuan in net profit[87] - The fair value of trading financial assets (excluding derivatives) increased by 105.5% to 119.83 million yuan, with a fair value change of 2.27 million yuan during the period[88] - Total investment in the reporting period increased by 7.64% to 270.48 million yuan compared to the same period last year[90] Subsidiaries and Acquisitions - Key subsidiaries include Shanghai Yaxinli Electronics Trading Co., Ltd. and Kunshan Yachuang Electronics Parts Co., Ltd.[11] - Subsidiary structure includes Hong Kong UPC Electronics Pte Limited and its subsidiaries in Singapore, India, and Malaysia[11] - Controlled subsidiaries such as Shenzhen Yihainengda Co., Ltd. and its affiliates in Wuhan and Hong Kong[11] - Strategic holdings in semiconductor companies like Shenzhen Ouchuangxin Semiconductor Co., Ltd.[11] - International presence through subsidiaries like WE Components India Pvt Ltd and WE Components (Penang) Sdn Bhd[11] - Subsidiary network spans across regions including South Korea, Hong Kong, and mainland China[11] - The company acquired 21.24% of Wai Lee's shares in March and April 2023, with Wai Lee generating annual sales of 3 billion HKD and an average annual net profit of 30 million HKD over the past decade[40] - The company acquired 86% of WEC's shares in June 2023, expanding its distribution business in Southeast Asia, including Vietnam, Malaysia, India, and Thailand[41] - The company acquired 60% of Edenway's shares in December 2023 for 6,000 HKD, focusing on the server power module market driven by cloud computing and 5G development[42] - The company invested 4 million RMB in December 2023 to acquire a 4.26% stake in Naso Technology, which specializes in automotive electronics and has long-term relationships with over 80% of Tier 1 and OEM suppliers[43] - The company invested 12 million RMB in March 2024 to acquire a 2.5% stake in FuriKun, a company specializing in RF IC chips, including automotive-grade Bluetooth SoC chips[44] - The company established a joint venture in March 2024 with a 25% stake, investing 10 million RMB to enhance its self-developed IC technology and reduce operational risks[45] - The company expanded its overseas market presence by acquiring WEC, which has sales offices in Vietnam, Malaysia, India, and Thailand, and plans to further globalize its operations[46] - The company's wholly-owned subsidiary acquired 86% equity of WE Components Pte. Ltd through cash payment, which has strong synergy with the company's business[137] - The company's wholly-owned subsidiary acquired partial equity of Wai Lee Electronics (Group) Co., Ltd through cash payment, which has strong synergy with the company's business[137] - The company completed the acquisition of 21.24% equity in Wailly Electronics (Group) Co., Ltd. for RMB 149,021,646.97[93] - The company acquired 86% equity in WEComponents Pte. Ltd. for RMB 112,561,944.32[93] - The company's subsidiary, Hong Kong UPC, now holds 100% equity in WEC, accelerating the layout in the Southeast Asian market[94] - The company's goodwill as of the reporting period was RMB 126,921,100, accounting for 4.73% of total assets[97] - The company added 10 new subsidiaries during the reporting period, bringing the total number of subsidiaries to 29[73] - Added 10 new subsidiaries during the reporting period, including the acquisition of Zhongao Electronics for HKD 10,000 and WEC's remaining 86% stake for USD 15.89 million[174] - Acquired 55% controlling stake in Yihainengda with performance commitments of RMB 20 million, RMB 21.5 million, and RMB 22.5 million for 2022, 2023, and 2024 respectively, totaling RMB 64 million[176] - Hong Kong Taixin acquired a 21.24% stake in Weili, becoming its largest shareholder[192] - The company's wholly-owned subsidiary, Hong Kong UPC, acquired 86% of WE Components Pte. Ltd for up to 15,892,519 USD[192] R&D and Technological Advancements - The company's R&D expenditure increased by 15% to $200 million, focusing on next-generation semiconductor technologies[12] - The company's R&D expenses for 2023 reached 63.278 million RMB, a year-on-year increase of 26.28%, with multiple products entering the testing phase[47] - The company's R&D personnel remained stable at 125 in 2023, with a slight decrease in the proportion of R&D personnel from 24.90% to 21.74%[76] - The company's investment in R&D projects, such as the high-power headlight project and smart lighting Bluetooth networking, has entered the pre-mass production stage, aiming to enhance market competitiveness[76] - Development of IC standby low quiescent current technology, aiming for a quiescent current not exceeding 10uA across rated voltage and temperature ranges, to expand the company's low quiescent current LDO product market share and secure stable sales[75] - Synchronous buck converter IC designed to operate at internal frequencies of 200kHz~2.5MHz or synchronize with external clocks, enhancing product competitiveness in automotive lighting, cabin, ADAS, and TBox applications[75] - 1-channel linear step-down constant current LED driver IC with a maximum output current of 300mA, incorporating adaptive heat dissipation and fault feedback to improve precision and reliability, currently in mass production verification[75] - SEPIC LED driver IC with a maximum operating voltage of 75V, designed to ensure stability under abnormal conditions and improve market share in automotive lighting, currently in engineering sample testing and debugging[75] - 3A synchronous step-down constant current LED driver IC with EN/PWM dimming control, addressing EMC compatibility issues and targeting the growing LED application market in China, currently under revision[75] - 16-channel streamlined LED driver IC supporting up to 256 channels with AFC dynamic optimization, designed to meet global demand for automotive dynamic lighting LED drivers, currently under revision[75] - 6-channel DC/DC boost backlight LED driver IC with a maximum output voltage of 50V, optimizing EMC compatibility and targeting new markets in small LCD panels, currently in engineering sample testing and debugging[75] - 2-channel high-side switch driver IC with adjustable current limit levels and temperature monitoring, aiming to expand into various automotive applications beyond the existing LDM market, currently in R&D sample phase[75] - SOC IC composite IC integrating MCU and RGB LED driver, targeting automotive RGB/RGBW SoC IP to enhance customer satisfaction, currently in circuit design phase[75] - 10A single full-bridge DC motor driver IC with H/S switch charge pump, designed to expand the customer base and ensure stable sales in the Chinese market, currently in circuit design phase[75] Market and Industry Trends - The global semiconductor market is expected to grow to $673.1 billion in 2024, with a compound annual growth rate (CAGR) of 8.8% from 2023 to 2032, reaching $1.3 trillion by 2032[28] - The automotive electronics market is expanding rapidly, with the cost of automotive electronics accounting for 15%-28% of the total cost of fuel vehicles and 65% for pure electric vehicles[29] - The communication industry is the largest application market for analog chips, accounting for 37.5% of the market share in 2022, while the automotive sector is the second largest, with a market share expected to increase from 24.7% in 2022 to 26.3% by 2026[30] - The global power management IC market size was approximately $36.8 billion in 2021, with China accounting for 36% of the market share, reaching $13.2 billion[34] - The automotive electronics market is driven by the "three transformations" (electrification, intelligence, and connectivity), with analog chips playing a significant role, accounting for 14% of the value of automotive semiconductors[30] - The company's performance is influenced by the cyclical nature of the automotive industry, with sales typically higher in the second half of the year due to seasonal factors[35] Corporate Governance and Management - The company's board of directors consists of 7 members, including 3 independent directors, and held 9 board meetings during the reporting period[107] - The company's supervisory board consists of 3 members, including 1 employee representative, and held 9 supervisory board meetings during the reporting period[108] - The company has established 4 specialized committees under the board of directors: strategy, audit, nomination, and compensation and evaluation committees[107] - The company maintains independence in business, assets, personnel, organization, and finance from its controlling shareholders and actual controllers[113] - The company has an independent and complete business system with no competition or related-party transactions with controlling shareholders or their affiliates[114] - The company possesses complete control over its assets, which are strictly separated from shareholders' assets[115] - The company strictly implements insider information registration management and did not experience any insider information leaks or trading during the reporting period[111] - The company actively manages investor relations through various channels, including regular reports and investor hotlines[112] - The company's actual governance status shows no significant differences from relevant laws, regulations, and regulatory requirements[112] - The company's 2022 annual general meeting had an investor participation rate of 68.86%[121] - Zhang Wenjun resigned as a director on April 25, 2023, due to Tongchuang Co., Ltd. reducing its shareholding in the company to below 5%[122] - Xu Guanghai was elected as a non-independent director at the 2022 annual general meeting on May 12, 2023[122] - Xie Lishu, the chairman and general manager, holds 44,880,000 shares as of the end of the reporting period[117] - Huang Shaoli, a director, holds 0 shares as of the end of the reporting period[117] - Hua Liang, a director, holds 0 shares as of the end of the reporting period[117] - The company has an independent financial department and accounting system, with no shared bank accounts with controlling shareholders[120] - Lu Peng has been serving as an independent director since July 2019[123] - Gu Jianzhong has been serving as an independent director since July 2019[124] - Chang Qijun has been serving as an independent director since June 2022[125] - The company's board members and senior management received a total of 6.63 million yuan in pre-tax compensation during the reporting period, with the highest individual compensation being 1.4181 million yuan for the CFO and Board Secretary[130] - The company's independent directors received an allowance of 64,000 yuan each, as approved by the board and shareholders[130] - The company held three board meetings during the reporting period, with resolutions disclosed on the official website[130] - The company's board members hold multiple positions in affiliated companies, with several appointments made on October 17, 2023[128] - The company's senior management, including the Chairman and CEO, received compensation ranging from 106,760 yuan to 119,760 yuan[130] - The company's board members are involved in various subsidiaries, including electronic and investment companies, with appointments spanning from 2008 to 2023[128] - The company's compensation structure for board members and senior management includes basic salary, bonuses, and social insurance benefits[130] - The company's board members hold positions in both domestic and international subsidiaries, including Hong Kong and Shanghai-based companies[128] - The company's board members are involved in technology and investment-related subsidiaries, with some holding executive roles[128] - The company's board members have a diverse range of roles, including non-executive directors and independent directors, with varying compensation structures[130] - The company maintained the existing board of directors and senior management team to ensure stability and healthy development[137] - The company's board of directors and senior management team members were proposed to remain unchanged to ensure stability and healthy development[137] - The company's audit committee strictly reviewed and approved the 2022 financial statements, profit distribution plan, and internal control self-assessment report[137] - The company's compensation and assessment committee strictly reviewed and approved the 2023 director and executive compensation plans[137] - The company's nomination committee proposed to maintain the existing board of directors and senior management team[137] - The company's strategic committee approved the acquisition plans of WE Components Pte. Ltd and Wai Lee Electronics (Group) Co., Ltd[137] - The company's board of directors held 9 meetings during the reporting period, with all directors attending either in person or via teleconference[133] - The company's directors did not raise any objections to the company's matters during the reporting period[134] - Total number of employees at the end of the reporting period is 575, with 235 from the parent company and 340 from major subsidiaries[140] - The company plans to strengthen performance orientation, optimize welfare policies, enhance salary competitiveness, and promote salary fairness in future salary planning[141] - The company will organize professional trainers

| | | 上海雅创电子集团股份有限公司 重大资产购买报告书（草案） （修订稿） 交易对方 独立财务顾问 威雅利电子（集团）有限公司除香港台信以外的全体已发行股份股东、全体购股权持有 投资者在评价公司本次重大资产重组事项时，除本报告书内容以及与本报 告书同时披露的相关文件外，还应认真考虑本报告书披露的各项风险因素。投 资者若对本报告书存在任何疑问，应咨询自己的股票经纪人、律师、专业会计 师或其他专业顾问。 2 人 签署日期：二零二四年六月 上海雅创电子集团股份有限公司 重大资产购买报告书（草案）（修订稿） 上市公司声明 本公司及全体董事、监事、高级管理人员保证本报告书的内容真实、准确、 完整，不存在虚假记载、误导性陈述或者重大遗漏，并对所提供信息的真实性、 准确性和完整性承担个别和连带的法律责任；如本次交易因涉嫌所提供或者披 露的信息存在虚假记载、误导性陈述或者重大遗漏，被司法机关立案侦查或者 被中国证监会立案调查的，在案件调查结论明确之前，本公司控股股东、实际 控制人、全体董事、监事、高级管理人员将暂停转让其在本公司拥有权益的股 份。 本公司负责人和主管会计工作的负责人、会计机构负责人保证本报告书及 其摘要 ...

| 证券代码：301099 | 证券简称：雅创电子 | 公告编号：2024-071 | | --- | --- | --- | | 债券代码：123227 | 债券简称：雅创转债 | | 上海雅创电子集团股份有限公司 关于召开 2024 年第一次临时股东大会的通知公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 根据《中华人民共和国公司法》和《上海雅创电子集团股份有限公司章程》 （以下简称"《公司章程》"）的规定，经上海雅创电子集团股份有限公司（以下 简称"公司"）第二届董事会第二十五次会议审议通过，决定于 2024 年 7 月 11 日召开公司 2024 年第一次临时股东大会。现将会议相关事项通知如下： 一、召开会议的基本情况 1. 股东大会届次：2024 年第一次临时股东大会 2. 召集人：公司董事会。 （1）现场投票：股东本人出席现场会议或者通过授权委托书委托他人出 席现场会议； （2）网络投票：本次股东大会公司将通过深圳证券交易所交易系统和互 联网投票系统（http://wltp.cninfo.com.cn）向全体股东提供网络形式的投票平台， 股权 ...

国信证券股份有限公司 关于 上海雅创电子集团股份有限公司 重大资产购买 一、独立财务顾问声明 1、本独立财务顾问与上市公司及交易各方无其它利益关系，就本次交易发 表的有关意见是完全独立进行的； 2、本独立财务顾问报告所依据的文件、材料由雅创电子、标的公司和有关 各方提供。雅创电子、标的公司已出具承诺：保证为本次交易所提供的所有信息 真实、准确和完整，不存在虚假记载、误导性陈述或者重大遗漏，并对所提供信 息的真实性、准确性和完整性承担相应的法律责任。本独立财务顾问不承担由此 引起的任何风险责任； 之 独立财务顾问报告 （修订稿） 独立财务顾问 签署日期：二零二四年六月 上海雅创电子集团股份有限公司 独立财务顾问报告（修订稿） 声明与承诺 国信证券股份有限公司接受上海雅创电子集团股份有限公司委托，担任上海 雅创电子集团股份有限公司本次重大资产购买之独立财务顾问，并制作本独立财 务顾问报告。本独立财务顾问报告系依据《公司法》《证券法》《重组管理办法》 《公开发行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产 重组》《上市公司并购重组财务顾问业务管理办法》《深圳证券交易所创业板股票 上市规则》等有关 ...