Core Points - The article outlines the management measures for the resignation of directors and senior management at Beijing Yuanliuhongyuan Electronic Technology Co., Ltd, aiming to enhance corporate governance stability and protect shareholder rights [2][3][4]. Group 1: General Principles - The management of resignations should adhere to principles of legality, transparency, smooth transition, and protection of shareholder rights [3][4]. - The measures apply to various resignation scenarios, including term expiration, voluntary resignation, and dismissal [3][4]. Group 2: Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [4]. - The company must complete the election of new directors within 60 days of a resignation to ensure compliance with legal requirements [4][5]. - Senior management can also resign before their term ends, with similar procedures for submitting resignation reports [4][5]. Group 3: Responsibilities and Obligations - Resigning directors must complete handover procedures within three working days, including transferring all relevant documents and materials [5][6]. - Both directors and senior management are required to fulfill any public commitments made during their tenure, even after resignation [5][6]. - The obligations of loyalty to the company remain effective for five years post-resignation [5][6]. Group 4: Shareholding Management - Resigning directors and senior management are prohibited from transferring their shares within six months of leaving the company [6][7]. - Specific regulations govern shareholding changes during and after their tenure, ensuring compliance with legal standards [6][7]. Group 5: Accountability Mechanism - Directors and senior management who leave without proper procedures may be held liable for any resulting losses to the company [7]. - The company retains the right to pursue claims against former directors and senior management for any breaches of duty or unfulfilled commitments [7].

Core Points - The article outlines the establishment and operational guidelines for the Audit Committee of Beijing Yuanliuhongyuan Electronic Technology Co., Ltd, emphasizing its role in supervising financial information, internal controls, and audits [1][2][3]. Group 1: Establishment and Composition - The Audit Committee must consist of at least three directors, with a majority being independent directors, and the chair must be a professional accountant [1][2]. - Members should not hold senior management positions and must possess relevant professional knowledge and experience [2][3]. Group 2: Responsibilities and Duties - The main responsibilities include reviewing financial information, supervising external and internal audits, and ensuring effective internal controls [6][16]. - The committee is tasked with evaluating the effectiveness of external auditors and internal audit processes, and it must report its findings to the board [10][21]. Group 3: Meetings and Decision-Making - The Audit Committee is required to meet at least quarterly, with decisions made by a majority vote of members present [11][14]. - Meeting records must be accurately maintained and kept for a minimum of ten years [6][14]. Group 4: Reporting and Accountability - The committee must disclose its annual performance and activities alongside the company's annual report [4][10]. - It has the authority to propose the hiring or dismissal of external auditors and must ensure that any financial discrepancies are addressed before approving financial reports [18][19]. Group 5: Internal Audit Oversight - The Audit Committee oversees the internal audit department, ensuring compliance with internal control standards and evaluating the effectiveness of internal audits [10][12]. - It is responsible for guiding the internal audit process and ensuring that significant issues are reported to the board [12][13]. Group 6: Legal and Regulatory Compliance - The committee has the authority to propose temporary board meetings and can call for shareholder meetings if necessary [16][17]. - It is empowered to take legal action against directors or senior management if they violate laws or regulations that harm the company [17][18].

北京元六鸿远电子科技股份有限公司 信息披露管理办法 第一章 总 则 第一条 为了规范北京元六鸿远电子科技股份有限公司（以下简称"公司"） 及其他信息披露义务人的信息披露行为，加强信息披露事务管理，保护投资者合 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》 （以下简称"《证 券法》" ）、《上市公司信息披露管理办法》《上海证券交易所股票上市规则》等法 律、法规、规范性文件及《北京元六鸿远电子科技股份有限公司章程》（以下简 称"《公司章程》"）的有关规定，结合公司实际情况，制定本办法。 第二条 本办法所称"信息披露"是指公司及相关信息披露义务人依据法律、 行政法规、部门规章和其他有关规定，对已经或者可能对公司证券及其衍生品种 交易价格产生重大影响的信息，在规定时间内、在规定的媒体上、按规定的程序、 以规定的方式向社会公众公布，并按规定程序送达证券监管部门。 本办法所称"信息披露义务人"，是指公司及其董事、高级管理人员、股东、 实际控制人，收购人，重大资产重组、再融资、重大交易有关各方等自然人、单 位及其相关人员，破产管理人及其成员，以及法律、行政法规和中国证券监督管 理委员会（以下简称"中国证监 ...

Core Points - The document outlines the working rules for independent directors at Beijing Yuanliuhongyuan Electronic Technology Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [1][2]. Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2]. - They are obligated to act in good faith and diligence towards the company and all shareholders, participating in decision-making, supervision, and providing professional advice [2][3]. Group 2: Qualifications and Conditions for Independent Directors - Independent directors must maintain independence and cannot be individuals with significant relationships or interests in the company [5][6]. - Candidates must have at least five years of relevant experience and meet specific educational and professional criteria [6][9]. Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be approved by the shareholders' meeting [7][8]. - The company must disclose relevant materials regarding the candidates to the Shanghai Stock Exchange [8][9]. Group 4: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [20][21]. - They have the authority to hire external consultants for audits or inquiries and can propose meetings to address significant issues [21][22]. Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their activities, attendance, and interactions with shareholders [36][37]. - They are required to report any obstacles to their duties to the Shanghai Stock Exchange [39][40]. Group 6: Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their responsibilities effectively [39][40]. - Compensation for independent directors should be determined by the board and disclosed in the annual report [21][22].

Group 1: Company Overview and Market Position - 隆扬电子 is focusing on HVLP5 grade copper foil, currently in product validation and testing with clients, primarily competing against Japanese companies [2][3] - The company's production process involves vacuum magnetron sputtering, fine electroplating, and chemical and physical post-processing [2][3] Group 2: Product Impact and Competitive Landscape - The surface roughness of copper foil affects current loss; lower roughness leads to reduced losses, but overall performance also depends on other materials like fiberglass and resin [3] - 隆扬电子 does not compete in HVLP1-3 grade copper foil due to cost disadvantages, but has advantages in producing ultra-thin and ultra-flat copper foil [4] Group 3: Strategic Acquisitions - The acquisition of 51% of 威斯双联 aims to optimize supply chain management and reduce production costs, leveraging 威斯双联's expertise in polymer materials and absorbing wave materials [5] - Acquiring 70% of 德佑新材 is intended to enhance company performance, integrate advanced coating technologies, and expand product offerings in sectors like 3C consumer electronics and automotive electronics [6]

Core Viewpoint - Yangjie Technology has decided to terminate the plan to acquire 100% of Bet Electronics through share issuance and cash payment, opting to explore a cash-only acquisition instead due to difficulties in reaching consensus among Bet Electronics' numerous shareholders [1][4][5]. Group 1: Acquisition Details - Yangjie Technology announced on July 3 that it would no longer pursue the share issuance and cash payment method for acquiring Bet Electronics, citing the complexity and length of the process as a reason for the change [1][4]. - The company expressed optimism about the acquisition, indicating that it aligns with their initial expectations and that they will continue to negotiate a cash acquisition [1][2]. - Bet Electronics has a diverse shareholder base, which has made it challenging to achieve agreement among them, leading to the decision to consider a cash acquisition [1][4]. Group 2: Background on Bet Electronics - Bet Electronics specializes in power electronic protection components, focusing on overcurrent and over-temperature protection, which overlaps with Yangjie Technology's product offerings [2]. - The company previously attempted to go public but withdrew its IPO application in August 2024, facing scrutiny from the exchange regarding potential "patchwork listing" issues [3][4]. - Bet Electronics' production capacity utilization rates for its main products have significantly declined from 2021 to 2023, with overcurrent protection components dropping from 96.08% to 81.75% and over-temperature protection components from 93.53% to 48.17% [2][3]. Group 3: Future Considerations - Yangjie Technology plans to negotiate the cash acquisition terms and will present the finalized agreement to its board for approval once consensus is reached [4][5]. - The decision to shift to a cash acquisition is aimed at maintaining company and investor interests, improving transaction efficiency, and reducing costs amid changing capital market conditions [5].

Summary of Conference Call on CCL and Glass Fiber Demand Industry Overview - The conference call primarily discusses the **Copper Clad Laminate (CCL)** industry and the demand for **low DK glass fiber** materials, particularly in the context of AI technology and ASIC applications [1][2][4]. Key Points and Arguments 1. **Increased Demand for Low DK Glass Fiber**: The demand for low DK glass fiber is expected to exceed **7-8 million square meters** in 2025, primarily for ASIC and GPU applications [1][4]. 2. **Material Shortages**: There is a significant shortage of both low DK glass fiber and **马 8级别 (Level 8)** materials, which are crucial for AI accelerator cards [2][5]. 3. **Market Share of Glass Fiber Types**: The CCL industry predominantly uses first-generation glass fiber, which holds an **80% market share** in AI accelerator cards. Second-generation glass fiber is mainly used in Ethernet switches, while third-generation glass fiber is anticipated for future products but currently has limited capacity [1][8]. 4. **Price Sensitivity Among Customers**: Different customers exhibit varying sensitivity to material prices. North American clients prioritize performance over cost, while others focus on cost-effectiveness [10]. 5. **Production Capacity Expansion**: The CCL industry is expected to expand production capacity by **30%-40%** in 2026, with an increase in the number of product layers, such as the potential increase from **26 to 34 layers** for Google's next-generation TPU [11][12][32]. 6. **Performance Differences in Domestic vs. Imported Materials**: Domestic low DK glass fiber has shown performance improvements but still lags behind Japanese and Taiwanese products in terms of stability [6][21]. 7. **Certification Process**: The certification process for new low DK glass fiber typically takes about **one year**, depending on company strategies and customer requirements [7]. 8. **Future of Second-Generation Glass Fiber**: Second-generation glass fiber has limited applications primarily in specific areas like Google's TPU, and its future depends on cost reductions and increased production capacity [9]. 9. **Production Statistics**: South Korean suppliers produce approximately **1.4 million square meters** of CCL monthly, with **700,000 square meters** being Level 8 materials [14]. 10. **Price Gradients of Glass Fiber**: The price of first-generation glass fiber is around **$6 per square meter**, with second-generation being approximately **30% more expensive**, and third-generation costing about **30% more than the second** [15]. Additional Important Insights - **Market Gaps**: There is a potential gap in production capacity if market demand increases significantly [19]. - **Testing and Development**: Chinese companies are actively testing third-generation glass fiber, while Japanese firms are more conservative in their approach [18]. - **Material Composition**: CCL typically consists of four layers of copper foil, three layers of glass fiber, and three layers of resin, adhering to a **433 ratio** [23]. - **Profit Margins**: The profit margins for different types of CCL vary, with Level 9 materials expected to be priced at **double that of Level 8** materials upon mass production [28][29]. This summary encapsulates the critical insights from the conference call, highlighting the current state and future outlook of the CCL and glass fiber industry.

Core Viewpoint - The company, Hongming Electronics, has a complex history and has faced multiple challenges in its IPO process, including a complicated shareholding structure, historical compliance issues, and declining financial performance [2][3][11]. Company History and Ownership Structure - Hongming Electronics, established in 1958, has undergone several ownership changes, transitioning from a state-owned enterprise to a mixed-ownership model, which has led to a complicated shareholding structure [3][4]. - The company initially had 4,526 natural shareholders, which has since reduced to 522, complicating capital operations [9]. - The company faced intense competition for control from various capital groups, including the "Zhongjingkai" faction and the "Jiuding" group, leading to legal disputes over ownership [4][5]. IPO Process and Challenges - Hongming Electronics' IPO application was accepted by the Shenzhen Stock Exchange, marking it as the first IPO application for the ChiNext board in 2025 [3]. - The IPO process has been prolonged due to historical compliance issues, including improper use of funds and lack of necessary approvals [9][10]. - The company has undergone 16 rounds of IPO guidance, reflecting the complexity of its historical changes and compliance issues [8]. Financial Performance - The company has experienced a decline in revenue and net profit over the past three years, with revenues of 3.146 billion, 2.727 billion, and 2.525 billion yuan from 2022 to 2024, respectively [11]. - Net profits for the same period were 690 million, 598 million, and 418 million yuan, indicating a downward trend [11]. - The gross profit margin has also decreased significantly, from 50.28% in 2022 to 44.27% in 2024, attributed to price reductions in electronic components due to cost control by downstream clients [12]. Research and Development - R&D expenditures have been declining, with amounts of 295 million, 257 million, and 208 million yuan from 2022 to 2024, representing a shrinking investment in innovation [13]. - The ratio of R&D expenses to revenue has also decreased, which raises concerns about the company's growth potential in a market focused on innovation [13]. Capital Raising and Dividend Policy - The company plans to raise 1.951 billion yuan through its IPO, with a significant portion allocated to working capital [14]. - Hongming Electronics has distributed substantial cash dividends over the past three years, totaling 280 million yuan, which raises questions about the rationale behind large dividends followed by capital raising [15].

Core Viewpoint - The Supervisory Board of Nantong Haixing Electronics Co., Ltd. has verified the list of eligible participants for the first exercise period of the 2024 stock option incentive plan, confirming that the qualifications are legitimate and meet the conditions set forth in the draft plan [2][3]. Summary by Sections Verification of Eligible Participants - The Supervisory Board conducted a review based on relevant laws and regulations, including the Company Law and the Securities Law, to ensure that the eligible participants have not been deemed inappropriate by the stock exchange or the China Securities Regulatory Commission (CSRC) within the last 12 months [2]. - Specific disqualifications include major violations leading to administrative penalties or market entry bans, as well as any legal restrictions on serving as company directors or senior management [2]. Performance Assessment - The individual performance assessment for the 2024 fiscal year is rated as "good or above," with a personal exercise ratio set at 0% [2]. - The performance assessment results for the eligible participants comply with the conditions outlined in the 2024 stock option incentive plan draft [2]. Approval of Stock Options - The Supervisory Board has agreed to proceed with the exercise of 2.6904 million stock options for 88 eligible participants during the first exercise period [3].

北京元六鸿远电子科技股份有限公司 2025 年第一次临时股东会会议资料 北京元六鸿远电子科技股份有限公司 会议资料 北京元六鸿远电子科技股份有限公 司 2025 年第一次临时股东会 会议资料 北京元六鸿远电子科技股份有限公司 附件 6：《北京元六鸿远电子科技股份有限公司规范与关联方资金往来的管理办法》 ......120 附件 7：《北京元六鸿远电子科技股份有限公司董事、高级管理人员薪酬管理办法》 ......125 北京元六鸿远电子科技股份有限公司 2025 年第一次临时股东会会议资料 北京元六鸿远电子科技股份有限公司 （一）在股权登记日持有公司股份的股东或委托代理人； 六、会议主持人：公司董事长 七、会议登记方式及股东参加网络投票的操作程序，请详见公司 2025 年 6 月 18 日在上海证券交易所网站发布的《北京元六鸿远电子科技股份有限公司关于召开 八、现场会议议程： （三）介绍公司董事、监事、高管人员、见证律师的出席情况。 （四）宣读会议审议议案： 北京元六鸿远电子科技股份有限公司 2025 年第一次临时股东会会议资料 （五）推选监票人和计票人。 （六）出席现场会议的股东及股东代理人对上述议案进行书面 ...