证券代码：600151 证券简称：航天机电 公告编号：2025-026 上海航天汽车机电股份有限公司 本公司董事会及全体董事保证本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、准确性和完整性承担个别及连带责任。 重要内容提示： 万元到 26,500 万元。 万元到 28,500 万元。 一、本期业绩预告情况 （一）业绩预告期间 四、风险提示 -28,500 万元。 （三）本次业绩预告相关财务数据未经注册会计师审计，但公司已就业绩预 告相关事项与会计师事务所进行了沟通。 二、上年同期业绩情况 （一）归属于上市公司股东的净利润：-3,286.75 万元。归属于上市公司股 东的扣除非经常性损益的净利润：-8,348.35 万元。 （二）每股收益：-0.0229 元。 三、本期业绩预亏的主要原因 政策的影响，导致整体经营环境恶化，业务盈利能力下降，相关资产出现减值迹 象，根据《企业会计准则》及公司相关制度，对相关资产进行了减值测试，并计 提了相应的资产减值准备。 价齐跌的局面，同时汽配产业面临主要客户需求不及预期以及铝价上涨的双重压 力，尽管公司积极推进降本提质增效活动，但两大产业利润总额 ...

Core Viewpoint - Zhejiang Wan'an Technology Co., Ltd. has decided to terminate its share repurchase plan after reaching the minimum funding limit of RMB 20 million, with the total repurchased amount being RMB 20.38 million [1][2][3] Summary by Sections 1. Basic Information on Share Repurchase - The company approved a share repurchase plan on April 18, 2025, with a budget between RMB 20 million and RMB 40 million, aiming to repurchase A-shares at a price not exceeding RMB 20.00 per share [1][2] 2. Implementation Status of Share Repurchase - The company repurchased a total of 1,600,000 shares, accounting for 0.31% of the total share capital, with a maximum price of RMB 13.55 per share and a minimum price of RMB 12.00 per share, totaling RMB 20,384,721 (excluding transaction fees) [2][3] 3. Reasons and Decision Process for Termination - The board decided to terminate the share repurchase plan as the repurchased shares were sufficient for the intended employee stock ownership plan, and the decision was made in accordance with the company's established guidelines [3] 4. Impact of Termination on the Company - The termination of the share repurchase will not significantly affect the company's operations, finances, research and development, debt obligations, or future development [3][4] 5. Compliance of Share Repurchase Implementation - The share repurchase adhered to the regulations and guidelines, with no transactions occurring during restricted periods, ensuring compliance with the repurchase plan [4] 6. Future Arrangements for Repurchased Shares - The repurchased shares will be held in a special securities account and will not enjoy shareholder rights until utilized for the intended purposes within 36 months; otherwise, unutilized shares will be canceled [4]

General Principles - The purpose of the external investment management system is to standardize the external investment behavior of the company, improve investment efficiency, mitigate risks, and maximize the time value of funds [1] - External investment refers to the company's activities of investing monetary funds, equity, and assessed physical or intangible assets for future returns [1] - The basic principles of external investment include compliance with national laws and regulations, alignment with the company's development strategy, and a focus on risk management to ensure the safe operation of funds [1] Approval Authority - The company implements a professional management and hierarchical approval system for external investments [2] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and investment decision-making group, with no other departments or individuals authorized to make investment decisions [2][3] - Prior to decisions on external investments, relevant departments must provide feasibility reports and related materials to the investment decision-making group, board of directors, and shareholders' meeting [2] Organizational Management - The board of directors, shareholders' meeting, and chairman's office are responsible for decision-making on external investments, while the general manager is the main person responsible for project implementation [3] - The finance department manages daily financial operations related to external investments, including funding arrangements and compliance with borrowing and payment procedures [3] - The legal department is responsible for the legal review of agreements, contracts, and important correspondence related to external investments [3] Approval Procedures - Investment projects within the board's approval authority must be reviewed by the board's strategic committee before being submitted for board approval [4] - For projects requiring shareholders' meeting approval, they must first be approved by the board before being presented to the shareholders' meeting [4] - After approval, the chairman or authorized representative signs the investment contracts or agreements [4] Monitoring and Management - The company must strengthen management and supervision of investments to prevent risks and ensure the preservation and appreciation of investment assets [5] - The management team is responsible for organizing and managing the operation of investment projects [5] - The finance department must track the progress and safety of investment projects and report any unusual situations promptly [5] Investment Documentation Management - All documents related to external investments, including contracts, resolutions, and agreements, must be securely stored and managed by designated personnel [6] - Unauthorized personnel are prohibited from accessing or copying investment-related documents [6] Miscellaneous - Any matters not covered by this system should be executed in accordance with relevant laws, regulations, and the company's articles of association [7] - The system will take effect after being approved by the shareholders' meeting and will be revised as necessary [7]

Core Viewpoint - The resignation of Ding Tao as the General Manager and Director of Aotega New Energy Technology Co., Ltd. is due to personal reasons, and he will continue to focus on the company's automotive air conditioning system business as the General Manager of a subsidiary [1][2]. Group 1 - Ding Tao's resignation is effective immediately upon delivery of his resignation report to the board [1]. - The company assures that Ding Tao's departure will not adversely affect normal operations or reduce the board members below the legal minimum [1]. - The board will promptly appoint a new General Manager and elect a new director [1]. Group 2 - Ding Tao holds 1.34 million shares of the company as of the announcement date [1]. - The company expresses gratitude for Ding Tao's contributions during his tenure [2].

Group 1 - The company held its 23rd meeting of the 5th Board of Directors on July 8, 2025, with all 8 directors present, including 4 participating via communication [1] - The Board approved a proposal to apply for an increase in the comprehensive credit limit from China Everbright Bank, not exceeding RMB 50 million [1] - The approved credit types include bank loans, bank acceptance bills, letters of credit, export invoice financing, and bill pledges [1] Group 2 - The meeting notification was sent via email on July 3, 2025, and complied with the relevant provisions of the Company Law of the People's Republic of China and the company's articles of association [1] - The decision was made with a unanimous vote of 8 in favor, with no votes against or abstentions [1] - The company will publish further details in the Securities Times, Shanghai Securities Journal, Securities Daily, and on the Giant Tide Information Network [2]

Core Viewpoint - The legal opinion letter addresses the adjustments to the restricted stock incentive plans of Wuhan Lingdian Automotive Control System Co., Ltd., including changes in grant prices, vesting periods, and the conditions for vesting of the stock options [1][2][3]. Summary by Relevant Sections Adjustments to Incentive Plans - The company has adjusted the grant prices for the 2021 and 2023 restricted stock incentive plans, with the adjusted prices being 35.415 CNY per share for the 2021 plan and 40.075 CNY per share for the 2023 plan [7][8]. - The adjustments were made in accordance with the company's incentive plan regulations and relevant legal frameworks [8][17]. Vesting Conditions and Periods - The 2021 incentive plan's third vesting period is from August 5, 2024, to August 4, 2025, while the second vesting period for the reserved grants is from August 1, 2024, to July 31, 2025 [9][13]. - The 2023 incentive plan's first vesting period is from October 11, 2024, to October 10, 2025 [15]. Achievement of Vesting Conditions - For the 2021 plan, the vesting conditions include the absence of negative audit opinions and the fulfillment of performance targets, with the company achieving a revenue of 100,848.11 million CNY in 2023, representing a 32.27% increase compared to 2020 [11][14]. - The 2023 plan also requires similar conditions, with the company meeting the necessary performance metrics for vesting [14][15]. Stock Cancellation - A total of 831,012 shares of restricted stock were canceled due to various reasons, including the departure of 122 incentive recipients and failure to meet performance targets [16][17]. - The cancellation aligns with the stipulations outlined in the incentive plans and relevant regulations [16][17].

Core Points - The company announced the fulfillment of vesting conditions for the first grant of the 2021 and 2023 restricted stock incentive plans, totaling 418,257 shares [1][24] - The 2021 incentive plan includes a total of 2,398,250 shares, with 1,918,600 shares granted initially and 479,650 shares reserved [2][24] - The 2023 incentive plan involves 1,353,647 shares, with 1,095,597 shares granted initially and 258,050 shares reserved [13][24] Summary by Sections 1. Incentive Plan Overview - The 2021 incentive plan was approved with a total grant of 2,398,250 shares, representing 4.65% of the company's total share capital as of the announcement date [2] - The 2023 incentive plan was approved with a total grant of 1,353,647 shares, representing 2.61% of the company's total share capital as of the announcement date [13] 2. Vesting Conditions - For the 2021 plan, the vesting schedule includes five periods with specific performance targets based on revenue growth rates ranging from 12% to 80% [3][4] - The 2023 plan has a similar structure, with vesting periods and performance targets set at 30% to 50% for the first two periods and 40% for the third period [13][15] 3. Grant Details - The adjusted grant price for the 2021 plan is 35.85 CNY per share, while the adjusted grant price for the 2023 plan is 40.075 CNY per share [2][13] - The number of participants in the 2021 plan is 221 for the initial grant and 45 for the reserved grant, while the 2023 plan includes 326 participants for the initial grant and 69 for the reserved grant [2][13] 4. Approval and Implementation - The board of directors and supervisory board have reviewed and approved the vesting conditions for the 2021 and 2023 plans, confirming that the conditions have been met for the specified shares [24][25] - The company has conducted internal reviews and public disclosures regarding the incentive plans and compliance with regulations [6][20]

General Principles - The company establishes an insider information management system to enhance confidentiality and protect investors' rights based on relevant laws and regulations [1][2] - The board of directors is responsible for managing insider information, ensuring the accuracy and completeness of insider information records, with the chairman as the primary responsible person [1][2] Insider Information Scope - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock prices [3] - The scope of insider information includes major changes in business policies, significant investments, important contracts, major debts, significant losses, changes in external conditions, and other critical events [3][4] Insider Information Recipients - Insider information recipients include individuals and entities that can access insider information before it is publicly disclosed, with a confidentiality obligation [5] - The range of insider information recipients includes company directors, senior management, major shareholders, and relevant service providers involved in significant transactions [5][6] Confidentiality Management - All directors, senior management, and other insiders must strictly adhere to confidentiality protocols regarding insider information [6][7] - Measures must be taken to limit the number of individuals who have access to insider information before it is publicly disclosed [6][8] Registration and Record-Keeping - The board of directors is responsible for the registration and record-keeping of insider information recipients, ensuring timely updates and maintaining records for at least ten years [9][10] - The registration includes details such as the recipient's name, position, identification number, and the specifics of the insider information accessed [10][11] Accountability and Penalties - Violations of the insider information management system may result in disciplinary actions, including warnings, fines, or termination of employment, depending on the severity of the breach [12][13] - Criminal actions resulting from the misuse of insider information will be referred to judicial authorities for prosecution [12][13]

Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Definition and Principles - The system defines fund occupation as both operational and non-operational fund occupation, with specific examples provided [2]. - The company must strictly monitor fund flows when engaging in transactions with controlling shareholders and related parties to prevent fund occupation [4]. - The company is prohibited from providing funds to controlling shareholders and related parties through various means, including covering expenses or providing loans without proper transaction backgrounds [2][4]. Group 2: Responsibilities and Measures - The controlling shareholder and actual controller have a duty of integrity towards the company and other shareholders, and must not exploit their control to harm the company's interests [3]. - The company has established a leadership group to oversee the prevention of fund occupation by controlling shareholders and related parties [4]. - The financial department is responsible for regular checks and reporting on non-operational fund transactions with controlling shareholders and related parties [4]. Group 3: Approval and Accountability - Any external guarantees provided by the company must be approved by the board of directors and the shareholders' meeting, especially if they exceed certain thresholds related to the company's net assets [5][6]. - Directors and senior management are liable for any losses incurred due to violations of laws or regulations regarding guarantees [5][8]. - The company must ensure that any funds occupied by controlling shareholders are repaid in cash, with strict controls on non-cash repayments [6]. Group 4: Transaction Procedures - The company must adhere to strict procedures for payments related to transactions with related parties, ensuring compliance with agreements and internal regulations [7]. - The financial department must obtain approval from the financial director and the legal representative before processing payments to related parties [7]. Group 5: Penalties and Amendments - Directors and senior management who assist or condone the occupation of company assets will face disciplinary actions, including potential removal from their positions [8]. - The management system must be approved by the shareholders' meeting and will be amended as necessary to comply with national laws and regulations [8].

General Provisions - The purpose of the remuneration and assessment committee is to enhance the management system for the remuneration and assessment of directors and senior management, improve corporate governance, and assist the board in making informed decisions [1][2] - The committee is established by the board of directors and is responsible for formulating assessment standards and remuneration policies for directors and senior management [1][2] Personnel Structure - The committee consists of three directors, with at least two independent directors, who must hold more than half of the committee's positions and serve as the convener [2][3] - The committee members are nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by the board [2][3] Responsibilities and Authority - The main responsibilities of the committee include proposing remuneration for directors and senior management, suggesting changes to equity incentive plans, and advising on shareholding plans for subsidiaries [2][3] - The committee must document any recommendations not adopted by the board, including reasons for non-acceptance [2][3] Work Procedures - The human resources department operates under the committee's guidance to assist in remuneration and assessment tasks, providing necessary financial and performance data [3][4] - The committee evaluates directors and senior management based on audited financial results and self-assessment reports, proposing performance assessment outcomes for board approval [4][5] Meeting Rules - The committee holds at least two regular meetings annually, with additional meetings called as needed, requiring a two-thirds attendance for validity [5][6] - Decisions are made by majority vote, and meeting records must be kept, ensuring confidentiality of discussed matters [5][6] Supplementary Provisions - The work system is subject to national laws and regulations, and any conflicts with future laws or amendments to the company's articles of association will be resolved in favor of the latter [6]