Annual Report 2025

舜宇光學科技（集團）有限公司 • 2025 年報 149 Directors’ Report 董事會報告 (5) 有關衍生權益，其中 399,891 股股份（淡倉） 以上市衍生工具 － 可轉換文書交收， 1 , 0 0 0 股股份（淡倉）以上市衍生工具－現金交收， 69,008,534 股股份（淡倉）以非上市衍生工具－ 實物交收以及 6 股股份（淡倉）以非上市衍生工 具－現金交收。 (6) JPMorgan Chase & Co. 透過多間附屬公司間 接擁有 (a) 56,023,419 股本公司股份（好倉）， 當中 (i) 19,901,926 股股份（好倉）以實益擁有 人的身份持有； (ii) 633,896 股股份（好倉）以 投資經理的身持有； (iii) 2,251,860 股股份（好 倉）以持有股份的保證權益的人的身份持有； (iv) 680 股股份（好倉）以受託人的身份持有；及 (v) 33,235,057 股股份（好倉）於證券及期貨條 例所界定之可供借出之股份以核准借出代理人 的身份持有；及 (b) 20,053,547 股股份（淡倉） 以實益擁有人的身份持有。其中包括 (i) 實物交 收上市衍生工具下的 2,875,000 股相關股份（好 倉）及 3,709,000 股相關股份（淡倉）； (ii) 現金交 收上市衍生工具下的 4,300 股相關股份（好倉）及 104,400 股相關股份（淡倉）； (iii) 實物交收非上 市衍生工具下的 4,100,593 股相關股份（好倉）及 8,427,224 股相關股份（淡倉）；及 (iv) 現金交收 非上市衍生工具下的 10,518,761 股相關股份（好 倉）及 4,581,746 股相關股份（淡倉）。 (7) 持股概約百分比以本公司於二零二五年十二月 三十一日發行的總股份數量（即 1,094,804,800) 為基準計算。 除此處所披露者外，於二零二五年十二月 三十一日，概無任何其他人士知會本公司，彼 於股份及相關股份（與根據股本衍生工具所持 有的持倉量相關）中擁有記錄於根據《證券及期 貨條例》第 336 條要求本公司備存之登記冊上的 權益或淡倉。 獨立非執行董事的獨立性 本公司已接獲各獨立非執行董事根據上市規則 第 3.13 條之規定而發出有關其獨立性之年度確 認函，本公司認為全體獨立非執行董事均為獨 立人士。 (5) In respect of derivative interests, 399,891 Shares (short position) were settled by listed derivatives – convertible instruments, 1,000 Shares (short position) were settled by listed derivatives – cash, 69,008,534 Shares (short position) were settled by unlisted derivatives – physically, and 6 Shares (short position) were settled by unlisted derivatives – cash. (6) JPMorgan Chase & Co., through various subsidiaries, is indirectly interested in (a) 56,023,419 Shares of the Company (long position), of which (i) 19,901,926 Shares (long position) were held in the capacity as beneficial owner; (ii) 633,896 Shares (long position) were held in the capacity as investment manager; (iii) 2,251,860 Shares (long position) were held in the capacity as person having a security interest in shares; (iv) 680 Shares (long position) were held in the capacity as trustee and (v) 33,235,057 Shares (long position) in the lending pool as described in the SFO in the capacity as approved lending agent; and (b) 20,053,547 Shares of the Company (short position) held in the capacity as beneficial owner. Among them include (i) physically settled listed derivatives in respect of 2,875,000 underlying Shares (long position) and 3,709,000 underlying Shares (short position); (ii) cash settled listed derivatives in respect of 4,300 underlying Shares (long position) and 104,400 underlying Shares (short position); (iii) physically settled unlisted derivatives in respect of 4,100,593 underlying Shares (long position) and 8,427,224 underlying Shares (short position); and (iv) cash settled unlisted derivatives in respect of 10,518,761 underlying Shares (long position) and 4,581,746 underlying Shares (short position). (7) The approximate percentage of shareholding is calculated based on the total number of issued shares of the Company as at 31 December 2025 (i.e., 1,094,804,800). Save as disclosed herein, the Company has not been notified of any other person who had an interest or a short position in the Shares and underlying Shares (in respect of positions pursuant to equity derivatives) as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO as at 31 December 2025. INDEPENDENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS The Company has received from each of the independent non - execu t i ve D i r ec t o r s an annua l con f i rma t i on o f h i s / he r independence pursuant to Rule 3.13 of the Listing Rules. The Company considers all of the independent non-executive Directors to be independent.