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 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].

Core Viewpoint - The ongoing OLED trade secret dispute between Samsung and BOE has escalated, with the ITC preliminarily ruling in favor of Samsung, indicating that BOE infringed on Samsung's trade secrets and violated unfair trade practices under Section 337 of the Tariff Act [1][2] Group 1: Legal Developments - Samsung Display filed a lawsuit against BOE for OLED technology infringement, leading to a preliminary ruling by the ITC that BOE and its affiliates violated trade secrets [1] - The ITC plans to issue a "limited exclusion order" to prevent the infringing products from entering the U.S. market and a "cease and desist order" to halt the use and production of these products [1] - BOE has expressed intentions to appeal the ITC's preliminary ruling and has previously been found not in violation of Section 337 in a separate patent investigation [1] Group 2: Competitive Landscape - The relationship between Samsung and BOE has deteriorated due to increased collaboration between BOE and Apple, leading to Samsung's removal of BOE from its supplier list [2][3] - Both companies have engaged in a series of lawsuits against each other, with BOE filing a patent infringement lawsuit against Samsung in China, and Samsung counter-suing in the U.S. [3][4] Group 3: Market Position and Growth - BOE has significantly increased its market share in the semiconductor display sector, achieving a 25.2% share in the LCD market and a 15.7% share in the OLED market, making it the second-largest globally [6][8] - In the first half of 2023, BOE led the smartphone panel market with a 28.0% share, while Samsung held a 15% share in OLED smartphone panels [8] - By 2024, BOE is projected to maintain its leadership in the global smartphone OLED display market, with an expected shipment of approximately 5.7 billion units, surpassing Samsung's 3.7 billion units [8][9] Group 4: Future Outlook - The competition between Samsung and BOE is expected to intensify as BOE secures a primary supply position for Apple's iPhone 16e series, supplying over 15 million OLED displays [10] - The ongoing legal battles and market competition reflect a broader trend of technological advancement in the semiconductor display industry, with Chinese companies pushing for innovation and market share [10]

据公告披露的报价单，按每名投资者最大认购金额计算，本次发行认购总金额达157.27亿元，认购倍数 3.61倍。此外，本次发行价格4.21元/股，较申购日前一日(8月4日)TCL科技收盘价折扣率为95%，系 2023年以来民营企业大规模募资项目(10亿元以上)中折价最小的项目，远超同期全市场平均折扣率 86%，充分体现了资本市场和投资者对公司未来发展前景的认可与信心。 格隆汇8月14日｜TCL科技集团股份有限公司(000100.SZ)8月14日披露向特定对象发行股票募集配套资金 发行情况报告书。公司向包括易方达基金管理有限公司、中国人寿资产管理有限公司等在内的16名投资 者成功发行A股普通股，发行价格为4.21元/股，募集资金总额43.59亿元。 根据公告，本次发行的募集资金将全部用于公司收购深圳华星半导体21.5311%股权的现金对价支付。 近年来，显示产业持续回暖，大尺寸、高端化面板需求增长强劲。本次收购有助于TCL科技夯实在半导 体显示行业的领先地位，亦将直接增厚TCL科技归母净利润，持续提升公司长期盈利与股东回报能力。 此次发行参与报价机构达43家，其中既有睿远、易方达、嘉实基金等超大规模的公募机构，也 ...

Core Viewpoint - TCL Technology is enhancing its employee rights protection system while also focusing on supply chain responsibility, aiming to create a safe, fair, and respectful working environment across its supply chain, which is seen as a foundation for sustainable competitive advantage [1][4] Group 1: Supply Chain Responsibility - TCL Technology is actively guiding and promoting its supply chain partners to fulfill social responsibilities, establishing a comprehensive mechanism that includes supplier agreements, certifications, assessments, and management to identify risks from the source [1][3] - In 2024, TCL Technology's subsidiaries successfully helped 46 key suppliers obtain Responsible Business Alliance (RBA) certification, marking significant progress in supply chain responsibility [1] - The company has implemented a systematic risk assessment for production suppliers, achieving a 74.4% participation rate in CSR risk assessments in 2024, with 54.4% of suppliers completing CSR audits [3][4] Group 2: Labor Rights Management - TCL Huaxing has strengthened its supply chain labor ecosystem management, with 83.3% of raw material suppliers signing a corporate social responsibility declaration in 2024 [1][2] - The newly released TCL Huaxing Supplier Social Responsibility Code outlines higher responsibility requirements for suppliers, including respect for human rights, prohibition of child labor, and ensuring safe working conditions [2] - The company emphasizes the importance of compliance with applicable laws regarding working hours, minimum wage, and the right to collective bargaining, establishing a contractual basis for a fair human rights protection system [2][4] Group 3: Transparency and Audit Mechanisms - TCL Huaxing ensures transparency by requiring potential suppliers to register and complete a detailed Information Request Form (RFI), focusing on their ESG certifications and compliance [3] - The audit process includes a self-assessment by suppliers, with TCL Huaxing determining the need for written or on-site audits based on self-assessment results, leading to a 100% rectification rate for suppliers scoring below 85 in CSR preliminary assessments in 2024 [4] - The company’s high-standard, systematic supply chain responsibility management system aims to elevate labor rights protection from corporate responsibility to industry consensus, reinforcing the protection of employee dignity and rights [4]

Core Viewpoint - Huawei's high-end product Mate60 Pro has generated significant market interest, leading to a surge in "Huawei concept stocks," particularly Crownstone Technology, which experienced consecutive trading halts due to increased investor attention [1] Company Overview - Crownstone Technology's market capitalization reached 3.7 billion yuan following a notable stock price increase [1] - The company disclosed that only a small portion (1%-2%) of its revenue is derived from products used in Huawei smartphones, indicating limited direct exposure to Huawei's success [1] - Crownstone specializes in the research, production, and sales of semiconductor display devices and specialty adhesive materials, with semiconductor display devices contributing 89% of total revenue in 2022, amounting to 990 million yuan [1] Client Relationships - Crownstone has established strong partnerships with leading display panel manufacturers such as BOE, Rainbow Optoelectronics, and Foxconn, with products used in popular models from brands like Huawei, Xiaomi, OPPO, VIVO, Hisense, Skyworth, Apple, and Samsung [2] - Sales to the top five clients accounted for over 88% of total revenue from 2020 to 2022, with BOE consistently representing over 50% of sales [2] Investment and Growth Plans - The company is focusing on the semiconductor sector, having signed an investment agreement to build a semiconductor photomask manufacturing project with a total investment of 2 billion yuan [2] - A fundraising plan aims to raise up to 800 million yuan for this project, which is expected to have an annual production capacity of 12,450 semiconductor photomasks, covering process nodes from 350-28nm [2][3] Performance and Challenges - Crownstone's revenue and net profit declined in 2022, with total revenue of 1.108 billion yuan, down 20.69%, and net profit of 81.63 million yuan, down 17.25% [3] - In the first half of the current year, revenue and net profit continued to decline, reaching 417 million yuan and 29.27 million yuan, respectively, representing year-on-year decreases of 32.37% and 28.96% [3] - The company has implemented an equity incentive plan for key employees, aiming for revenue growth rates of at least 10%, 30%, and 50% from 2023 to 2025 based on 2022 revenue [3] Market Activity - Recent trading activity indicates significant speculation, with major buying and selling occurring from speculative trading desks [4]

Core Viewpoint - Huike Co., Ltd. is preparing for an IPO on the Shenzhen Stock Exchange, focusing on semiconductor display technology and smart display terminals, with significant revenue growth projected from 2022 to 2024 [1] Group 1: Business Overview - Huike Co., Ltd. specializes in semiconductor display panels and smart display terminals, with main products including various sizes of TV panels, IT panels, and smart IoT terminals [1] - The company's revenue for the years 2022, 2023, and 2024 is projected to be 26.244 billion, 34.818 billion, and 39.265 billion respectively, with semiconductor display panels contributing 74.09%, 72.34%, and 73.86% of total revenue [1] - TV panels are the core product, accounting for 53.92%, 54.85%, and 52.23% of the company's main business revenue in the respective years [1] Group 2: Sales Performance - TV panel sales have declined over the past three years, with sales figures of 41.1731 million, 35.7792 million, and 35.3569 million units, but price increases have offset the impact of declining sales [3] - The average price per TV panel increased from 343.67 yuan to 580.03 yuan over the same period [3] - IT panel sales have shown significant growth, with sales of 40.766 million units in 2024, reflecting a 37.77% increase from the previous year [4] Group 3: Revenue by Region - Domestic revenue has grown rapidly, with figures of 10.975 billion, 16.18 billion, and 19.665 billion yuan, while overseas revenue also increased, reaching 15.269 billion, 18.638 billion, and 19.6 billion yuan [4] - By 2024, domestic revenue has surpassed overseas revenue for the first time [4] Group 4: Customer and Supplier Relationships - The company has a low dependency on major customers, with the top five customers contributing 38.13%, 42.89%, and 40.39% of revenue from 2022 to 2024 [5] - Samsung was the largest customer in 2022 and 2023, while TCL became the largest customer in 2024 [5] - The company has significant transactions with suppliers controlled by related parties, including purchases totaling 887 million yuan over three years from companies controlled by the cousin of the controlling shareholder [5][6]

Core Viewpoint - BOE Technology Group (京东方) is adapting its production strategies in response to market demand fluctuations, with a focus on maintaining high utilization rates and optimizing its product offerings in both LCD and AMOLED segments [1][2][3][4] Group 1: LCD Market Dynamics - The LCD industry is experiencing a shift in supply and demand, with high utilization rates in Q1 due to strong export demand and government policies stimulating consumer purchases [1] - In Q2, demand for panel procurement decreased due to changes in the international trade environment, prompting companies to adjust their production rates [1] - By Q3, inventory reduction trends are expected to continue, with some stabilization in LCD TV panel prices as demand recovers [1] - The trend towards larger TV sizes and higher resolution products is enhancing the market vitality of LCDs [4] Group 2: AMOLED Business Development - BOE has established a strong presence in the flexible AMOLED market, covering major smartphone brands and expanding into automotive and IT applications [1][2] - The company announced the investment in an 8.6-generation AMOLED production line, set to begin mass production by the end of 2026, which will enhance its competitiveness in the high-end market [2] - The overall shipment of AMOLED products is expected to increase in the second half of the year due to new product launches from downstream brand manufacturers [2][3] Group 3: Technology and Industry Trends - The display industry is entering a rebalancing phase, with a focus on high profitability, advanced technology, and high added value rather than just scale and market share [3][4] - The application of Oxide technology and MiniLED backlighting is expected to enhance the performance of high-end LCD products, allowing them to maintain a significant presence in the market [3] - BOE is actively promoting supply chain localization and collaborative development within the industry to mitigate supply risks and foster innovation [4]

Group 1: Investment Trends in Guangdong - Private investment is a significant indicator of development expectations and confidence in Guangdong's economy [1] - The province is implementing policies to stimulate private investment, focusing on new demand creation and industry expectations [1][2] - There is a notable increase in investment in sectors like chips and robotics, with private capital actively seeking opportunities [2] Group 2: Market Dynamics - The private investment growth rate in Guangdong showed fluctuations in the first half of the year, reflecting a cautious approach from private real estate companies [1][2] - New consumption sectors have seen a rise in financing events, indicating a shift towards health foods, pet consumption, and smart living [3] - The real estate sector is adapting to new regulations, with increased transaction volumes in specific housing types, suggesting strong demand for upgrades [3][4] Group 3: Policy Support and Economic Outlook - Central government meetings have emphasized urban renewal and consumption, which are expected to drive a positive cycle of investment and consumption [3][4] - Guangdong has introduced 26 measures to deepen investment and financing reforms, targeting key sectors like railways and advanced manufacturing [6] - The province has recommended 104 key private investment projects with a total planned investment of 215.8 billion yuan [6] Group 4: Mergers and Acquisitions Activity - There is a surge in mergers and acquisitions in Guangdong, with 41 completed transactions in the first half of the year, amounting to 37.594 billion yuan [7][8] - Companies like Songfa Co. and TCL Technology are leveraging acquisitions to diversify and strengthen their market positions [7] - The provincial government is actively supporting the M&A market through various initiatives, enhancing the capital market's role in the economy [8]