上海雅创电子集团股份有限公司 董事会薪酬与考核委员会议事规则 第一章 总 则 第一条 为建立健全上海雅创电子集团股份有限公司（以下简称"公司"）董 事、高级管理人员的薪酬和考核管理制度，完善公司法人治理结构，根据《中华 人民共和国公司法》（以下简称《公司法》）、《上市公司治理准则》等有关法 律、法规、规范性文件及《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，公司特设立董事会薪酬与考核委员会，并制定本规则。 第二条 薪酬与考核委员会是董事会设立的专门工作机构，主要负责制定公司 董事、高级管理人员的考核标准并进行考核，负责制定、审查公司董事、高级管 理人员的薪酬政策与方案，对董事会负责。 第三条 本规则所称董事是指经本公司股东会选举产生的现任董事，高管人员 是指经董事会聘任的总经理、副总经理、财务总监、董事会秘书及由总经理提请 董事会认定的其他高级管理人员。 第二章 人员组成 第四条 薪酬与考核委员会成员由三名董事组成，其中独立董事二名。 第五条 薪酬与考核委员会委员由董事长、二分之一以上独立董事或者全体董 事的三分之一提名，并由董事会选举产生。 第六条 薪酬与考核委员会设召集人一名， ...

Core Viewpoint - The company has established an emergency management system to enhance its response to sudden events, ensuring the safety of assets and normal business operations while protecting investor interests and promoting sustainable development [1][2]. Group 1: Emergency Management Principles - The emergency management system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and is tailored to the company's specific circumstances [1][2]. - The emergency response should prioritize investor protection, timely information disclosure, and effective measures to minimize impacts on operations and reputation [2][3]. Group 2: Types of Emergencies - Emergencies include significant risks from major shareholders, disputes, violations by executives, loss of management control, asset misappropriation, deteriorating financial conditions, delisting risks, and natural disasters [2][3]. - Other emergencies may involve abnormal stock price fluctuations, media misreporting, and social unrest affecting the company [2][3]. Group 3: Emergency Response Procedures - The emergency response process includes activating the emergency management mechanism, conducting self-assessments, and formulating management plans based on gathered information [3][4]. - The company will maintain communication with regulatory bodies and the public, including establishing a hotline for investor relations [4][5]. Group 4: Resource and Training Support - The company will ensure communication, personnel, material, and financial resources are available for effective emergency response [4][5]. - Training programs will be implemented to enhance emergency awareness and response capabilities among staff [5][6]. Group 5: Post-Emergency Evaluation - After an emergency, the company will conduct a comprehensive evaluation to assess impacts, gather public feedback, and refine management processes based on lessons learned [5][6]. - Recognition and rewards will be given to individuals and teams that contribute significantly to emergency management efforts [6].

Core Viewpoint - The document outlines the regulations governing the behavior of controlling shareholders and actual controllers of Shanghai Yachuang Electronics Group Co., Ltd, aiming to ensure fairness, transparency, and the protection of minority shareholders' rights [2][19]. Group 1: General Principles - Controlling shareholders and actual controllers must prioritize the interests of the company and minority shareholders over their own when conflicts arise [4]. - They are prohibited from using related transactions or other means to misappropriate company funds or assets, thereby harming the interests of the company and other shareholders [4][6]. - They must adhere to their public commitments and cannot unilaterally change or terminate them [4][6]. Group 2: Independence and Decision-Making - Controlling shareholders and actual controllers must ensure the company's asset integrity, personnel independence, financial independence, and operational independence [5][19]. - They are not allowed to interfere with the company's decision-making processes or operations in a manner that harms the company or other shareholders [5][10]. - They must maintain the independence of the company's operations and support its internal decision-making processes [10][19]. Group 3: Information Disclosure - Controlling shareholders and actual controllers are required to fulfill their information disclosure obligations accurately and completely, avoiding any misleading statements or omissions [6][18]. - They must not leak any undisclosed significant information related to the company and are prohibited from insider trading or market manipulation [6][18]. - They should actively cooperate with the company in fulfilling its disclosure obligations and respond truthfully to inquiries from the Shenzhen Stock Exchange [6][18]. Group 4: Share Trading Regulations - Controlling shareholders and actual controllers must comply with relevant laws and regulations when buying or selling company shares, ensuring fair and transparent transactions [11][14]. - They are restricted from selling shares under certain conditions, such as during investigations or when the company is under regulatory scrutiny [14][36]. - Any transfer of control must be conducted fairly and must not harm the interests of the company or other shareholders [13][36]. Group 5: Compliance and Accountability - The document emphasizes the need for controlling shareholders and actual controllers to maintain stable control and ensure a smooth transition during any changes in ownership [13][15]. - They must report any significant changes in their shareholding or control status to the company and the Shenzhen Stock Exchange promptly [16][17]. - The board of directors is responsible for interpreting the regulations, which take effect upon approval by the shareholders' meeting [19].

Core Viewpoint - Shanghai Yachuang Electronics Group Co., Ltd. reported a significant increase in revenue and maintained a stable net profit despite rising costs and increased R&D investments [4][6][12]. Financial Performance - The company's operating revenue for the first half of 2025 reached approximately 2.85 billion RMB, a 125.74% increase compared to the same period last year [4]. - The net profit attributable to shareholders was approximately 40.82 million RMB, showing a slight increase of 1.47% year-on-year [4]. - The net cash flow from operating activities was negative at approximately -101.94 million RMB, a decline of 134.59% compared to the previous year [4]. - The total assets at the end of the reporting period were approximately 4.07 billion RMB, reflecting a 6.01% increase from the end of the previous year [4]. Industry Overview - The global semiconductor market is projected to reach 700.9 billion USD in 2025, with an 11.2% year-on-year growth, driven by demand in various sectors including automotive and AI [6][8]. - China's integrated circuit production in the first half of 2025 was approximately 239.5 billion units, a year-on-year increase of 8.7% [6]. - The penetration rate of new energy vehicles in China reached 44.3% in the first half of 2025, with sales of approximately 696.8 million units, reflecting a growth of over 40% [5][6]. Business Development - The company has increased its R&D investment significantly, with R&D expenses reaching approximately 48.77 million RMB in the first half of 2025, a substantial increase compared to the previous year [6][8]. - The company launched several new products, including a 16-channel linear LED constant current driver chip and a multi-channel motor driver IC, aimed at automotive applications [6][7]. - The company is actively expanding its presence in the AI sector, with sales of AI-related products reaching approximately 73.56 million RMB [10]. Competitive Position - The company ranks 16th among domestic distributors and 42nd globally, indicating a strong position in the electronic components distribution market [12]. - The self-developed IC business focuses on automotive electronics, with products certified by AEC-Q100, and has established partnerships with major automotive manufacturers [12][14].

上海雅创电子集团股份有限公司 2025 年半年度报 | 告摘要 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | 证券代码：301099 证券简称：雅创电子 | | | | | | 公告编号：2025-092 | | 上海雅创电子集团股份有限公司 | | | | | | | | 一、重要提示 | | | | | | | | 本半年度报告摘要来自半年度报告全文，为全面了解本公司的经营成果、财务状况及未来发展规划，投 | | | | | | | | 资者应当到证监会 | | | | | | | | 指定媒体仔细阅读半年度报告全文。 | | | | | | | | 所有董事均已出席了审议本报告的董事会会议。 | | | | | | | | 非标准审计意见提示 | | | | | | | | □适用 ?不适用 | | | | | | | | 董事会审议的报告期利润分配预案或公积金转增股本预案 | | | | | | | | □适用 ?不适用 | | | | | | | | 公司计划不派发现金红利，不送红股，不以公积金转增股本。 | | | | | ...

证券代码：301099 证券简称：雅创电子 公告编号：2025-094 上海雅创电子集团股份有限公司 第二届董事会第三十五次会议决议公告 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"）第二届董事会第三十 五次会议于 2025 年 8 月 13 日以通讯会议的方式召开。本次会议通知于 2025 年 8 月 1 日以书面方式发出，会议应出席董事 7 人，实际出席董事 7 人。会议 由董事长谢力书先生召集并主持，公司高级管理人员及保荐代表人列席本次会 议。本次会议的召集、召开符合《中华人民共和国公司法》和《公司章程》的 有关规定，会议合法有效。 一、董事会会议审议情况 与会董事审议并以记名投票表决的方式，审议并通过了如下议案： 董事会认为公司 2025 年半年度报告全文及摘要包含的信息公允、全面、 真实的反映了本报告期的财务状况和经营成果等事项，所披露的信息真实、准 确、完整，不存在任何虚假记载、误导性陈述或重大遗漏。 本议案已经公司董事会审计委员会审议通过。 表决结果：同意 7 票；反对 0 票；弃权 0 票。 具 ...

Core Points - The internal reporting system for significant events at Shanghai Yachuang Electronics Group Co., Ltd. aims to ensure timely, truthful, accurate, and complete disclosure of information that may significantly impact the company's stock trading price [1][2][3] - The system outlines the responsibilities and procedures for reporting significant internal information, emphasizing the need for confidentiality and the prohibition of insider trading [2][14] Group 1: Reporting Obligations - Company directors, senior management, and department heads are required to report significant internal information to the board of directors and the board secretary within the first instance of knowledge [1][8] - Major events that require reporting include asset purchases or sales, external investments, financial assistance, guarantees, and significant contracts [5][6][10] - Related party transactions exceeding certain thresholds must also be reported, including transactions with individuals over 300,000 yuan and with entities over 3 million yuan or 0.5% of the latest audited net assets [3][4] Group 2: Scope of Significant Events - Significant events include major lawsuits or arbitration cases involving amounts exceeding 10% of the latest audited net assets or over 10 million yuan [6] - Changes in external operating environments, such as new industry standards or significant fluctuations in product prices, must be reported if they could impact the company's operations [7][8] - Internal changes, such as major adjustments in product or market structure, also fall under the reporting obligations [7][8] Group 3: Management and Responsibilities - The company’s securities investment department is responsible for managing and coordinating the internal reporting of significant information [12][13] - The board secretary is tasked with proposing disclosure plans and ensuring compliance with reporting obligations [12][13] - Violations of the reporting system may lead to disciplinary actions, including warnings, economic penalties, or legal accountability [14][21]

Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on September 8, 2025, at 14:30 [1] - Network voting will also take place on the same day, with specific times for voting through the Shenzhen Stock Exchange trading system from 9:15 to 15:00 [1] Voting Procedures - Shareholders can participate in the meeting either in person or by proxy, and they must choose one method of voting: on-site or online [2] - All shareholders registered by the close of trading on August 29, 2025, are entitled to attend the meeting [2][3] - The meeting will include both non-cumulative and cumulative voting proposals, with specific requirements for approval [3][4] Agenda Items - The agenda includes proposals for changing registered capital, amending the company’s articles of association, and electing directors [3][4] - Proposals 1.00, 2.01, and 2.02 require a special resolution, needing more than two-thirds of the voting rights held by attending shareholders for approval [3] - Cumulative voting will be used for the election of three non-independent directors and three independent directors [4] Registration and Attendance - Shareholders must register for the meeting by providing identification and, if applicable, a power of attorney [5] - Specific instructions are provided for different types of shareholders, including natural persons and legal entities [5][6] Network Voting Details - The company will provide a platform for online voting, and shareholders must follow the specified procedures to cast their votes [6][7] - Detailed instructions for the voting process are available, ensuring compliance with the regulations of the Shenzhen Stock Exchange [7][9]

独立董事候选人中常启军先生、王众先生已取得深圳证券交易所（以下简称 "深交所"）认可的独立董事资格证书；Zhu Qing 女士尚未取得独立董事资格证书 或培训证明，其已出具将参加最近一次独立董事培训并取得深交所认可的独立董 事资格证书或培训证明的书面承诺。独立董事候选人的任职资格和独立性尚需经 深交所审核无异议后，方可提交公司股东会审议。独立董事候选人声明及提名人 声明详见同日于巨潮资讯网（www.cninfo.com.cn）披露的《独立董事候选人声明 与承诺》和《独立董事提名人声明与承诺》。 公司董事会提名委员会对上述董事候选人的任职资格进行了审查，认为：本 次董事会换届选举相关提名是在充分了解候选人的任职条件、教育背景、工作经 历等情况的基础上进行的，并已征得候选人本人的同意，聘任程序符合《公司法》 和《公司章程》的有关规定。上述董事会董事候选人符合相关法律、法规规定的 董事任职资格。 根据《公司法》和《公司章程》的有关规定，上述董事候选人将提交公司股 东会审议，并采取累积投票制选举产生 3 名非独立董事和 3 名独立董事，与公司 职工代表大会选举产生的 1 名职工代表董事共同组成公司第三届董事会。第三届 ...

Core Viewpoint - The company has announced the use of its own funds, foreign exchange, and bank acceptance bills to pay for fundraising investment projects, with plans to replace these with raised funds in equal amounts later [1][7]. Fundraising Overview - The company successfully raised a total of RMB 383.81 million from its initial public offering (IPO) after deducting issuance costs [2][3]. - The company also issued convertible bonds, raising RMB 353.87 million after expenses [2][3]. Investment Project Details - The total investment amount for the fundraising projects is RMB 54,654.75 million, with cumulative investments as of mid-2025 amounting to RMB 38,381.33 million [3][4]. - Specific projects include automotive electronics research and development, automotive electronic components promotion, and automotive chip IC design [3][4]. Payment Method for Investment Projects - The company plans to use its own funds and other means to pay for project expenses due to operational needs, such as payroll and procurement efficiency [5][6]. - The use of self-funds allows for quicker payment processes and improved cash flow management [5][6]. Impact on the Company - The strategy is expected to enhance overall fund utilization efficiency and reduce financial costs without affecting the normal implementation of investment projects [6][7]. - The board of directors has approved this approach, ensuring compliance with regulatory requirements and safeguarding shareholder interests [7][8].