证券代码：301099 证券简称：雅创电子 公告编号：2025-099 上海雅创电子集团股份有限公司 股东询价转让计划书 股东盐城硕卿企业管理中心(有限合伙)（以下简称"硕卿合伙"或"出让方"） 保证向上海雅创电子集团股份有限公司（以下简称"雅创电子"或"公司"）提供的 信息内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其真实性、准确性 和完整性依法承担法律责任。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 重要内容提示： 一、拟参与转让的股东情况 （一）出让方的名称、持股数量、持股比例 出让方委托国信证券股份有限公司（以下简称"国信证券"）组织实施雅创电 子首发前股东询价转让（以下简称"本次询价转让"）。截至 2025 年 8 月 15 日， 出让方所持首发前股份的数量、占总股本比例情况如下： | 序号 | 股东名称 | 持股数量（股） | 占总股本比例 | 占已剔除回购专用账户中股数 | | --- | --- | --- | --- | --- | | | | | | 的总股本比例 | | 1 | 硕卿合伙 | 8,619,000 | 5.88% | 6.12% | 1 本 ...

Core Viewpoint - Yachuang Electronics reported significant growth in revenue and net profit for the first half of 2025, indicating strong business performance and potential for future investment opportunities [2] Financial Performance - The company achieved operating revenue of 2,846,940,644.52 yuan, representing a year-on-year increase of 125.74% [2] - The net profit attributable to shareholders of the listed company was 40,816,666.21 yuan, with a year-on-year growth of 1.47% [2]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2][3] - Shanghai Yachuang Electronics Group Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2][3] - The company was approved by the Shenzhen Stock Exchange on January 21, 2021, and registered by the China Securities Regulatory Commission on August 27, 2021, issuing 20 million shares to the public [2][3] Company Structure - The company has a registered capital of RMB 146.665777 million [2][3] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - The company’s assets are divided into equal shares, and shareholders are liable for the company’s debts only to the extent of their subscribed shares [3] Business Objectives and Scope - The company's business objective is to become the most influential partner in niche markets [4] - The company is engaged in the sale of electronic products, machinery and equipment, communication devices, and software and hardware development [4] Shares - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [5][8] - The total number of shares issued by the company is 146.665777 million, all of which are ordinary shares [8] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and supervise the company's operations [15][19] - Shareholders must comply with laws and regulations, pay their subscribed capital on time, and cannot withdraw their capital except as provided by law [19] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous accounting year [47] - Shareholder meetings can be called by the board of directors or by shareholders holding more than 10% of the shares [27][47] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [79][80] - The company must ensure that all proposals are fully disclosed to shareholders prior to meetings [60][62]

Core Viewpoint - Shanghai Yachuang Electronics Group Co., Ltd. has provided a special explanation regarding the non-operating fund occupation and other related fund transactions for the year 2025, detailing the financial interactions with related parties and the nature of these transactions [1]. Summary by Relevant Sections Non-operating Fund Occupation - The report includes a summary table for the non-operating fund occupation for the year 2025, detailing the cumulative occupation amount, repayment amounts, and year-end balances [2][3]. - The total non-operating fund occupation at the end of 2025 is reported as 44,110.77 million RMB, with a cumulative repayment of 44,222.14 million RMB, resulting in a net balance of 517.07 million RMB [4]. Related Party Transactions - The document outlines various related party transactions, including fund borrowings and other financial interactions with subsidiaries and associated companies [2][3]. - Specific transactions include amounts such as 1,275.44 million RMB for fund borrowings from a subsidiary and 278.31 million RMB from another related entity, indicating significant financial interactions within the group [2][3]. Financial Summary - The financial summary indicates that the total amount of related party transactions for the year 2025 is substantial, with various entities involved in both borrowing and repayment activities [4]. - The report emphasizes the importance of transparency in these transactions, highlighting the need for proper accounting and disclosure practices to ensure compliance with regulatory standards [1][4].

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of financial reporting [1][2]. Group 1: Accountability and Responsibilities - The financial director, accounting personnel, and department heads must strictly adhere to accounting standards and internal control systems to ensure the accuracy of financial reports [2]. - Directors, senior management, and major shareholders are held accountable for significant errors in annual report disclosures that lead to substantial economic losses or negative social impacts [2][3]. - The system outlines specific scenarios that constitute significant errors, including major accounting mistakes and discrepancies in performance forecasts [2][4]. Group 2: Identification and Correction of Errors - Significant accounting errors are defined as those that could influence users' judgments regarding the company's financial status and performance [3][4]. - The criteria for identifying significant accounting errors include thresholds based on total assets, net assets, revenue, and profit, with specific monetary limits set [4]. - The company must disclose corrections of previously reported financial errors through temporary reports and submit necessary documentation to the Shenzhen Stock Exchange [4][5]. Group 3: Procedures for Handling Errors - The company is required to investigate the causes of significant errors, document findings, and submit them for board review [6][9]. - If significant errors lead to regulatory actions, the finance department must verify the causes and implement corrective measures [9][10]. - The company has established a range of penalties for responsible parties, including warnings, demotions, and potential termination of employment [10][11]. Group 4: Implementation and Effectiveness - The accountability system for significant errors in annual report disclosures will also apply to quarterly and semi-annual reports [11]. - The system will take effect following approval by the company's board of directors [11].

General Principles - The purpose of the fundraising management measures is to standardize the storage, use, and management of funds raised by the company, ensuring safety and protecting investors' rights while improving efficiency [1][2] - The company must manage raised funds according to principles of dedicated account storage, standardized use, truthful disclosure, and strict management [3] Fund Storage - The company is required to prudently select commercial banks and establish dedicated accounts for raised funds, which must not be used for non-raising purposes [7] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [8][9] Fund Usage and Changes - Raised funds must be used specifically for their intended purpose, aligning with national industrial policies and legal regulations, primarily for core business activities [9][10] - Any changes in the use of raised funds must be approved by the board of directors and require clear opinions from the sponsor or independent financial advisor [12][13] - The company can temporarily use idle raised funds for cash management, provided it does not affect the normal investment plan [13][14] Supervision of Fund Usage - The company must disclose the actual usage of raised funds accurately and completely, with the board conducting semi-annual reviews of investment project progress [23][24] - Internal audits must be conducted at least quarterly to ensure compliance with the management measures [24][25] Accountability - If the board of directors changes the use of raised funds without proper approval, the audit committee must demand correction, and responsible directors may face compensation claims [25][26] - The company has the right to pursue claims against individuals who misappropriate or illegally use raised funds, seeking recovery of unjust gains [26][27] Additional Provisions - Any matters not covered by these measures will adhere to relevant laws, regulations, and the company's articles of association [27][28] - These measures will take effect after being approved by the company's shareholders [29]

General Principles - The purpose of the management measures for related party transactions is to strengthen the management of related party transactions, clarify management responsibilities, and protect the legitimate rights and interests of shareholders and creditors, especially minority investors [1][2] - Related party transactions must comply with relevant laws, regulations, and the company's articles of association [1][2] Definition of Related Parties - Related parties include both legal entities and natural persons that have a controlling or significant influence over the company [3][4] - Specific criteria for identifying related legal entities and natural persons are outlined, including ownership thresholds and management positions [2][3] Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, financial assistance, and management contracts [4][5] - The company must adhere to principles of honesty, fairness, and transparency in related transactions [5][6] Management of Related Transactions - The board of directors and senior management are responsible for reporting related party lists and relationships to ensure proper management [5][6] - A dedicated database for related party information will be maintained and updated regularly [5][6] Pricing of Related Transactions - Pricing principles for related transactions include adherence to national pricing, local market prices, or negotiated prices if no other pricing is available [6][7] - Major related transactions require approval from the board of directors or shareholders, depending on the transaction amount [8][9] Approval Procedures - Transactions with related natural persons exceeding 300,000 yuan and those with related legal entities exceeding 3 million yuan require board approval and timely disclosure [8][9] - Certain transactions may be exempt from approval if they meet specific criteria, such as public bidding or government pricing [10][11] Information Disclosure - The company must disclose related transactions that exceed specified thresholds, including transaction amounts and the nature of the relationships involved [14][15] - Disclosure must include details on pricing policies, transaction agreements, and the impact on the company's financial status [14][15] Miscellaneous Provisions - Related transactions conducted by subsidiaries controlled by the company are considered company actions [16] - Records of related transaction decisions must be maintained for ten years [16]

Capital Change - The company has increased its registered capital by 32,507,486 yuan, resulting in a total registered capital of 146,665,777 yuan after the implementation of the 2024 annual equity distribution plan [1] - The total number of shares has increased to 146,665,777 shares following the equity distribution [1] Amendment of Articles of Association - The company is revising its Articles of Association to enhance governance and operational standards, with specific changes to the registered capital and total shares [1] - The registered capital clause has been updated from 114,158,291 yuan to 146,665,777 yuan [1] - The total shares clause has been updated from 114,158,291 shares to 146,665,777 shares [1] Shareholder Rights and Meeting Procedures - Amendments include provisions for shareholder rights, such as the right to dividends and participation in meetings [1] - The company has established new rules for the approval of external guarantees and financial assistance, requiring shareholder meeting approval under certain conditions [2][3] - The voting rights of shareholders with conflicts of interest in related party transactions are restricted to ensure fair decision-making [3][4] Authorization for Implementation - The board of directors is authorized to handle the necessary registration and filing related to the amendments to the Articles of Association, effective upon shareholder meeting approval [1][21]

Core Points - The document outlines the independent director system of Shanghai Yachuang Electronics Group Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and are free from relationships that could impair their independent judgment [1][2] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making and protecting the rights of minority shareholders [2][3] - The board must have at least one-third of its members as independent directors, including at least one accounting professional [2][3] Group 2: Qualifications and Independence of Independent Directors - Candidates for independent directors must meet specific qualifications, including independence, relevant knowledge, and a minimum of five years of experience in legal, accounting, or economic fields [5][6] - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Group 3: Nomination and Election Process - The nomination and election of independent directors must be conducted in accordance with legal regulations, with shareholders holding at least 1% of shares able to propose candidates [10][11] - Independent director candidates must provide declarations regarding their qualifications and independence [6][7] Group 4: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [9][10] - They have the authority to hire external consultants for audits or consultations and can call for extraordinary shareholder meetings [11][12] Group 5: Meeting and Reporting Requirements - Independent directors must attend board meetings and can delegate attendance if necessary, but repeated absences may lead to removal [15][16] - They are required to submit annual reports detailing their activities, including attendance at meetings and interactions with minority shareholders [14][17] Group 6: Support and Compensation for Independent Directors - The company must provide necessary resources and support for independent directors to fulfill their duties, including timely access to information [33][34] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in annual reports [38][39]

Summary of Key Points Core Viewpoint The report outlines the fundraising activities and management of Shanghai Yachuang Electronics Group Co., Ltd. as of June 30, 2025, detailing the amounts raised, their usage, and the management protocols in place to ensure compliance with regulatory requirements. Group 1: Fundraising Overview - The company raised a total of RMB 439.8 million from its initial public offering (IPO) and RMB 363 million from the issuance of convertible bonds, with net proceeds of RMB 383.81 million and RMB 353.87 million respectively after deducting issuance costs [2][3][4]. - The funds raised from the IPO were verified by Ernst & Young Huaming Accounting Firm on November 15, 2021, and the funds from the convertible bonds were verified on October 26, 2023 [2][3]. Group 2: Fund Usage and Balance - As of June 30, 2025, the total amount used from the IPO funds was RMB 314.26 million, while RMB 115.56 million was used from the convertible bond funds [9][19]. - The remaining balance in the special accounts for the IPO funds was RMB 79,635.28, and for the convertible bonds, it was RMB 18,709,637.59 [7][8]. Group 3: Fund Management Protocols - The company established special accounts for fundraising management and signed tripartite supervision agreements with banks and sponsors to ensure proper fund storage and usage [5][6]. - The company has implemented a management method for fundraising to protect the rights of small investors, complying with relevant regulations [5][8]. Group 4: Project Updates - The "Automotive Electronics Research Institute Construction Project" has been relocated to a new site, with construction expected to be completed by December 2025 [9][16]. - The "Yachuang Automotive Electronics Headquarters Base Project" has officially commenced construction and is progressing according to the planned schedule [16]. Group 5: Financial Management - The company has utilized idle fundraising temporarily to supplement working capital, with a total of RMB 290 million used for this purpose as of June 30, 2025 [11][12]. - The company has also engaged in cash management using idle funds, ensuring that these activities do not affect the ongoing projects [12][13].