Group 1 - The company has decided to cancel its supervisory board and transfer its supervisory functions to the audit committee of the board of directors to enhance its governance structure [1][2][4] - The company will no longer have a supervisory board, and the relevant rules and regulations regarding the supervisory board will be abolished [2][3] - The company plans to change its registered capital from RMB 266.8 million to RMB 314.8 million following a specific stock issuance [2][3] Group 2 - The company will revise its articles of association to reflect the cancellation of the supervisory board and changes in registered capital [3][4] - The revisions to the articles of association include the removal of terms related to the supervisory board and the introduction of terms related to the audit committee [3][4] - The company will also formulate, revise, and abolish certain governance systems to optimize its management structure [4][5] Group 3 - The company has approved the revision of multiple governance documents, including the articles of association, board meeting rules, and shareholder meeting rules [5] - The revised governance documents will be submitted for approval at the upcoming extraordinary general meeting [5][6] - The full text of the revised articles of association and related governance documents will be disclosed on the Shanghai Stock Exchange website [4][5]

Core Viewpoint - Shenzhen QY Optoelectronics Co., Ltd. has implemented a "Quality Improvement and Efficiency Enhancement" action plan for 2025, focusing on enhancing operational efficiency, market competitiveness, and investor rights protection, aiming for high-quality development [1] Group 1: Business Performance - In the first half of 2025, the company achieved operating revenue of 622.03 million yuan, a year-on-year increase of 10.90% [1] - The net profit attributable to shareholders of the parent company was 92.04 million yuan, up 3.52% year-on-year, while the net profit after deducting non-recurring gains and losses was 82.90 million yuan, reflecting a 2.66% increase [1] - The company's net assets reached 2.71 billion yuan, with basic earnings per share of 0.29 yuan [1] Group 2: Production Capacity and Technology - The company has enhanced its production capacity for AMOLED, LTPS, and Micro LED high-precision mask plates, with significant improvements in customer promotion effectiveness [2] - The Hefei factory plans to increase production lines for AMOLED and HTM mask plates, aiming to fill the demand gap for high-end mask plates in the flat panel display industry [2] - The Foshan production base's high-precision mask plate production project has been capped, with the first batch of equipment already moved in, targeting trial production in the second half of 2025 [2] Group 3: Investor Returns - On June 25, 2025, the company distributed a cash dividend of 1.70 yuan per 10 shares for the 2024 fiscal year, totaling approximately 53.22 million yuan, which accounts for 30.94% of the net profit attributable to shareholders [3][4] - The company plans to distribute a cash dividend of 0.90 yuan per 10 shares for the first half of 2025, maintaining a commitment to investor returns [3][4] Group 4: Technological Innovation - The company has increased its core technology projects to 95, with significant advancements in high-precision mask plate technology for AMOLED, LTPS, and semiconductor chips [5] - Ongoing R&D projects include the development of a 130nm PSM process and various high-precision mask plate technologies [5] Group 5: Investor Communication - The company emphasizes investor relations management, utilizing various channels such as performance briefings and investor hotlines to enhance communication and transparency [6] - The establishment of an interactive platform ensures timely and accurate information dissemination to investors [6] Group 6: Corporate Governance - The company has organized training for its board members to enhance compliance awareness and governance capabilities [7] - Regular board meetings and compliance training sessions have been conducted to ensure adherence to regulations and improve decision-making processes [7] Group 7: Financing and Expansion - The company has completed a private placement of shares to raise funds, which will be used to enhance production capacity and develop high-end semiconductor mask plates [8] - The raised funds will strengthen the company's capital position and competitive advantage in the industry [8]

Core Points - The company raised a total of RMB 1,200,000,000 by issuing 48,000,000 shares, with a net amount of RMB 1,187,009,433.95 after deducting issuance costs [1][2] - As of June 30, 2025, the company has utilized RMB 67,791.10 million of the raised funds, with RMB 61,264.34 million used to replace self-funded investments in projects [2][3] - The remaining balance of the raised funds is RMB 50,952.28 million [1][3] Fund Management - The company has established a dedicated account for the management of raised funds, adhering to relevant regulations and guidelines [1][2] - A tripartite agreement for fund storage was signed with China Bank and CITIC Securities, ensuring proper oversight of the funds [1][2] - As of June 30, 2025, the total balance in the dedicated accounts is RMB 509,522,777.79 [2][3] Fund Usage - The company has not used any idle raised funds to temporarily supplement working capital [3][4] - A resolution was passed to use up to RMB 55,000 million of idle funds for cash management, focusing on safe and liquid investment products [3][4] - The company has not utilized any excess raised funds for permanent working capital or loan repayment [4][5] Project Investment - The company has adjusted the funding sources for its projects, using raised funds instead of self-owned funds for investments in subsidiaries [5][6] - There have been no changes to the planned use of raised funds for investment projects during the reporting period [6][7] - The company has completed the replacement of self-funded investments in projects with raised funds as of June 30, 2025 [3][6]

General Principles - The rules are established to regulate the behavior of Shenzhen QY Optoelectronics Co., Ltd. and ensure that the shareholders' meeting exercises its powers according to the Company Law and Securities Law of the People's Republic of China [1][2] - The company must strictly follow legal and regulatory requirements to ensure shareholders can exercise their rights [1][2] Shareholders' Meeting Convening - The shareholders' meeting is divided into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [2][3] - If the company cannot convene a meeting within the specified time, it must report to the local securities regulatory authority and the Shanghai Stock Exchange [2][3] - Independent directors can propose a temporary shareholders' meeting, and the board must respond within ten days [3][4] Proposals and Notifications - Shareholders holding more than 1% of shares can submit temporary proposals ten days before the meeting [6][7] - The notice for the annual meeting must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [6][7] - The notice must fully disclose all proposal details and necessary information for shareholders to make informed decisions [6][7] Meeting Procedures - The meeting must be held at the company's registered address or a specified location, and it should be conducted in a manner that allows for both in-person and remote participation [19][20] - Shareholders can attend in person or appoint proxies to vote on their behalf [20][21] - The meeting must maintain order, and any disruptive behavior must be addressed promptly [22] Voting and Decision-Making - Each share carries one vote, and shareholders must declare their voting intentions as agree, disagree, or abstain [36][37] - The results of the voting must be announced immediately after the vote, and the meeting records must be maintained for at least ten years [40][41] - If a proposal is not approved, it must be highlighted in the meeting resolution announcement [39] Legal Compliance and Amendments - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request the court to annul such resolutions within 60 days [44][46] - The rules will take effect after being approved by the shareholders' meeting and can be amended similarly [47]

General Principles - The rules are established to improve the corporate governance structure of Shenzhen QY Optoelectronics Co., Ltd. and ensure the board of directors exercises decision-making power legally, scientifically, and efficiently [1][2] - The rules are based on relevant laws, regulations, and the company's articles of association [1] Composition and Responsibilities of the Board - The board consists of eleven directors, including one chairman, two vice-chairmen, and one employee representative director, with independent directors making up at least one-third of the board [2] - The board has various powers, including convening shareholder meetings, executing shareholder resolutions, deciding on business plans and investment proposals, and managing internal structures [2][3][4] Board Meeting Procedures - The board must meet at least twice a year, with meetings convened by the chairman [16] - A temporary meeting can be proposed by shareholders or directors, requiring a notice period of three days unless urgent [16][18] - Decisions require a majority of directors present, and independent directors must attend personally or provide written opinions if absent [17][18] Voting and Decision-Making - Board resolutions are made through a voting process, requiring a majority approval from all directors [35][36] - Directors with conflicts of interest must abstain from voting on related matters [19][20] Committees - The board establishes specialized committees, including audit, nomination, compensation, and strategy committees, with independent directors holding a majority in certain committees [6][7] - Each committee is responsible for specific tasks, such as reviewing financial information, proposing director candidates, and evaluating executive compensation [6][7] Director Qualifications and Duties - Directors must be natural persons and cannot hold positions if they have certain legal or financial disqualifications [8][9] - Directors have fiduciary duties to act in the best interest of the company, avoid conflicts of interest, and maintain confidentiality [11][12][13] Amendments and Effectiveness - The rules will take effect upon approval by the shareholders and will be updated as necessary to comply with new laws or regulations [46][47]

深圳清溢光电股份有限公司 深圳清溢光电股份有限公司关联交易管理制度 第一章 总 则 二〇二五年八月 深圳清溢光电股份有限公司关联交易管理制度 目 录 第一章 总 则 第二章 关联交易价格的确定和管理 第三章 关联交易的决策程序 第四章 附则 第一条 为进一步加强深圳清溢光电股份有限公司（以下简称 "本公司" 或"公司"）关联交易管理，明确管理职责和分工，维护公司股东和债权人的合 法利益，保证公司与关联人之间订立的关联交易合同符合公平、公正、公开的原 则，根据《中华人民共和国公司法》 《上市公司信息披露管理办法》等法律法规、 部门规章、规范性文件，以及《上海证券交易所科创板股票上市规则》《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》 《上海证券交易所 科创板上市公司自律监管指引第 1 号——规范运作》等业务规则和《深圳清溢光 电股份有限公司章程》（以下简称"《公司章程》"），特制定本管理制度。 第二条 公司关联交易是指本公司或者本公司合并报表范围内的子公司 与公司关联人发生的可能引致转移资源或义务的事项，而不论是否收取价款，即 按照实质重于形式原则确定，包括但不限于下列事项： 深圳清溢光电 ...

深圳清溢光电股份有限公司 二〇二五年八月 深圳清溢光电股份有限公司对外投资管理制度 目 录 第一章 总则 第二章 对外投资的决策权限及程序 第三章 对外投资的实施与管理 第四章 对外投资的收回及转让 第五章 附则 深圳清溢光电股份有限公司对外投资管理制度 第一章 总则 第一条 为规范深圳清溢光电股份有限公司（以下简称"公司"）投资行为， 控制投资风险，提高投资收益，实现投资决策的规范化、科学化、制度化，保障 公司资金运营的安全性和收益性，根据《中华人民共和国公司法》 （以下简称"《公 司法》"）、《上海证券交易所科创板股票上市规则》等法律法规、规范性文件 及《深圳清溢光电股份有限公司章程》（以下简称"《公司章程》"）的规定， 结合公司实际情况，特制定本制度。 第二条 本制度所称的对外投资是指公司以获取收益为目的而将货币资金、 实物、有价证券、各种有形资产或无形资产等作价出资，对外进行的各种形式的 投资活动。 （一）符合国家产业政策，遵守国家法律法规； （三）投资规模与资产结构相适应，规模适度，量力而行，不影响公司主 营业务发展； （四）坚持科学发展观，科学论证与决策。 第四条 本制度适用于公司及其全资子公司、 ...

Core Viewpoint - The document outlines the external guarantee system of Shenzhen Qingyi Optoelectronics Co., Ltd, emphasizing the management, control, and risk reduction of external guarantees to ensure asset safety [1][2]. Chapter 1: General Principles - The company establishes this system based on relevant laws and regulations to manage external guarantees and mitigate risks [1]. - External guarantees refer to the company providing guarantees, mortgages, or pledges for debts of third parties, with the company assuming responsibility if the debtor defaults [1]. - External guarantees require approval from the board of directors or shareholders, and branches or subsidiaries cannot provide guarantees without such approval [1][2]. Chapter 2: Approval Authority and Procedures - External guarantees must adhere to principles of legality, prudence, mutual benefit, and safety [2]. - The company primarily provides guarantees for wholly-owned or controlling subsidiaries, and total guarantees should not exceed the net assets of the guaranteed entity [2]. - The board of directors or shareholders must review and approve guarantee requests, especially if the guaranteed entity has significant legal or financial issues [4][5]. Chapter 3: Daily Management of External Guarantees - The finance department is responsible for the daily management of external guarantees, including credit investigations and contract approvals [8]. - Continuous monitoring of the guaranteed entity's financial status is required, with actions taken if the entity shows signs of default [9]. Chapter 4: Accountability - Directors and managers who violate the guarantee system may face legal consequences for damages caused to the company [26][27]. Chapter 5: Supplementary Provisions - The document specifies that terms like "above" and "over" include the stated number, while "below" does not [29]. - Any amendments to the system must be proposed by the board of directors [31].

深圳清溢光电股份有限公司 董事和高级管理人员所持本公司股份 及其变动管理制度 二〇二五年八月 深圳清溢光电股份有限公司董事和高级管理人员所持本公司股份及其变动管理制度 第一章 总则 第一条 为规范深圳清溢光电股份有限公司（以下简称"公司"或"本公司"） 董事和高级管理人员买卖公司股票及持股变动行为，根据《中华人民共和国公司 法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证 券法》"）、中国证券监督管理委员会（以下简称"中国证监会"）作出的《上 市公司股东减持股份管理暂行办法》《上市公司董事和高级管理人员所持本公司 股份及其变动管理规则》（以下简称"《管理规则》"）、《上海证券交易所上 市公司自律监管指引第15号——股东及董事、高级管理人员减持股份》《上海证 券交易所上市公司自律监管指引第8号——股份变动管理》等法律法规以及《深 圳清溢光电股份有限公司章程》（以下简称"《公司章程》"）的相关规定，结 合公司的实际情况，特制定本制度。 第二条 本公司董事和高级管理人员应当遵守本制度，其所持本公司股份是 指登记在其名下和利用他人账户持有的所有本公司股份。本公司董事和高级管理 人员从事融资融券 ...

Core Viewpoint - The company, Suzhou Tianlu Guangke Technology Co., Ltd., is utilizing part of its idle raised funds for cash management to enhance fund efficiency while ensuring that it does not affect ongoing investment projects or normal operations [1][5]. Fundraising Overview - The company raised a total of RMB 407.74 million through its initial public offering, with a net amount of RMB 362.00 million after deducting related expenses [1]. - The funds are stored in a special account with several banks, and a tripartite supervision agreement has been signed [2]. Investment Project Details - The total investment for the fundraising projects is RMB 572.59 million, with RMB 362.00 million planned for investment [3]. - The company is progressing with the investment projects according to the planned schedule, but some funds are temporarily idle [3]. Cash Management Plan - The company plans to use up to RMB 120 million of idle funds for cash management, with a usage period of 12 months from the board's approval [4]. - Investment products will include low-risk options such as structured deposits, time deposits, and other bank wealth management products, ensuring high safety and liquidity [5]. Implementation and Oversight - The management is authorized to sign contracts and select investment products within the approved limits [5]. - The income from cash management will be managed according to regulatory requirements [5]. Board and Supervisory Approval - The board and supervisory committee have approved the cash management plan, confirming it will not affect the ongoing investment projects or harm shareholder interests [6][7].