General Principles - The external guarantee management system aims to protect investors' rights, regulate external guarantee behavior, and prevent risks associated with external guarantees [1][2] - External guarantees must be approved by the board of directors or the shareholders' meeting [1][2] - Company directors and senior management are responsible for managing and controlling debt risks arising from guarantees [1][2] Principles of External Guarantees - External guarantees should adhere to the principles of legality, prudence, mutual benefit, and safety, with strict control over guarantee risks [2] - Independent directors must provide special explanations and independent opinions on the status of external guarantees in the annual report [2] Approval Process for External Guarantees - The highest decision-making body for external guarantees is the shareholders' meeting, with the board of directors exercising decision-making authority based on the company's articles of association [6][7] - Guarantees exceeding certain thresholds, such as 30% of total assets or 10% of net assets, require shareholders' meeting approval [6][7] Risk Assessment and Documentation - The board of directors must assess the creditworthiness of the debtor and analyze the benefits and risks before approving guarantees [4][5] - Documentation for guarantee applications must include financial reports, credit analysis, and any potential legal issues [4][5] Management of External Guarantees - The finance department is responsible for conducting credit investigations, managing guarantee procedures, and monitoring the repayment status of guaranteed debts [9][10] - The company must maintain proper documentation and regularly verify the status of guarantees with relevant institutions [10][11] Information Disclosure - The company is obligated to disclose external guarantee information in accordance with regulatory requirements, including total guarantee amounts and their relation to audited net assets [12][13] - Any department involved in guarantees must report relevant information to the board of directors and ensure timely disclosure [12][13] Responsibilities of Personnel - Company personnel must strictly adhere to the external guarantee management system, with penalties for violations or negligence leading to losses [14][15] - Individuals who exceed their authority in signing guarantee contracts may face disciplinary actions [14][15]

Core Points - The article outlines the investor relations management system of Broadcom Integrated Circuit (Shanghai) Co., Ltd, emphasizing the importance of effective communication between the company and its investors to enhance corporate governance and protect investors' rights [1][2]. Group 1: Objectives of Investor Relations Management - The primary goals include fostering a positive relationship with investors, enhancing their understanding of the company, and establishing a stable investor base for long-term market support [2]. - The company aims to create a culture that respects and serves investors while maximizing overall corporate interests and shareholder wealth [2]. - The management system seeks to improve transparency in information disclosure and enhance corporate governance [2]. Group 2: Principles of Investor Relations Management - The management system is based on principles such as compliance with laws and regulations, equal treatment of all investors, proactive engagement, and maintaining honesty and integrity [1][2]. - The company is committed to providing accurate and complete information about its actual situation, avoiding misleading promotions [2]. Group 3: Communication Methods - Various communication methods are employed, including announcements, shareholder meetings, the company website, and direct communication channels like phone and email [4][5]. - The company organizes events such as performance briefings, one-on-one meetings, and roadshows to facilitate direct interaction with investors [4][5]. Group 4: Responsibilities and Organization - The board chairman is the primary responsible person for investor relations, with the board secretary overseeing the management activities [8][9]. - The investor relations department is tasked with communication, report preparation, public relations, media cooperation, and crisis management [9][10]. Group 5: Compliance and Training - Company personnel involved in investor relations must adhere to strict compliance standards and undergo training to ensure effective communication [10][11]. - The company emphasizes the importance of maintaining a good reputation and professional conduct in all investor relations activities [10].

Core Viewpoint - The document outlines the management system for the shareholding and trading behavior of directors and senior management at Broadcom Integrated Circuit (Shanghai) Co., Ltd, emphasizing compliance with relevant laws and regulations regarding insider trading and share transfer restrictions [1][2][3]. Summary by Sections General Principles - The system is established to enhance the declaration, disclosure, supervision, and management of shareholding and trading activities by directors and senior management, in accordance with Chinese laws and regulations [1]. Prohibited Trading Activities - Directors and senior management are prohibited from transferring shares under certain conditions, including within one year of the company's stock listing, within six months after leaving the company, or during investigations related to securities violations [2]. Trading Restrictions - Specific periods during which directors and senior management cannot trade company shares include 15 days prior to the announcement of annual and semi-annual reports, and 5 days prior to quarterly reports [3]. Information Declaration and Disclosure - Directors and senior management must ensure the timely, truthful, accurate, and complete declaration of their shareholding data. The company secretary is responsible for managing this data and reporting any violations to regulatory authorities [4]. Share Transfer Management - Directors and senior management can only transfer up to 25% of their total shareholding each year, with certain exceptions. They must report their share transfer plans 15 trading days in advance [5][6]. Reporting Changes in Shareholding - Any changes in shareholding must be reported within two trading days, including details such as the number of shares held before and after the change, the date, and the price [7][8].

General Principles - The purpose of the decision-making system for related transactions is to standardize the company's transaction and related transaction behaviors, enhance operational standards, and protect investors' rights [1] - The company must ensure the legality, necessity, reasonableness, and fairness of related transactions, maintaining independence and not using related transactions to manipulate financial indicators [2][3] - Related transactions must be documented in written contracts or agreements, adhering to principles of equality, voluntariness, and equivalence [4] Related Parties and Relationships - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [6][7] - A legal entity is considered a related party if it directly or indirectly controls the company or is controlled by a related natural person [6] - Natural persons are considered related if they hold more than 5% of the company's shares or are directors or senior management of the company [8] Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties [11] - The board of directors must ensure that related directors abstain from voting on related transaction matters, and decisions must be made by a majority of non-related directors [12][13] Decision-Making Procedures - The company is prohibited from providing financial assistance to related parties, except under specific conditions [14] - Related transactions must undergo a rigorous decision-making process, including board and shareholder approval, especially for significant transactions [15][16] Pricing of Related Transactions - Related transaction pricing must be fair and based on various principles, including government pricing, market prices, or reasonable cost plus profit [25][26] - If no comparable market prices exist, the company must disclose the pricing determination principles and justify the fairness of the pricing [27] Disclosure and Exemptions - Transactions exceeding certain thresholds must be disclosed and approved by independent directors and the board [28][29] - Certain transactions may be exempt from disclosure requirements, such as those that do not involve payment or obligations [31][32] Other Provisions - The decision-making records and resolutions related to transactions must be maintained for ten years [34] - The system becomes effective upon approval by the company's shareholders [39]

Core Points - The document outlines the major investment and transaction decision-making system of Broadcom Integrated Circuit (Shanghai) Co., Ltd, ensuring decisions are made legally, reasonably, scientifically, and efficiently [1][2] - The system emphasizes the importance of adhering to relevant laws, regulations, and the company's articles of association, while clarifying the roles and responsibilities of the shareholders' meeting, board of directors, chairman, and management [1][2] - Specific thresholds for transactions requiring board or shareholder approval are established, including asset total, net asset, transaction amount, profit generated, and revenue contribution [5][6] Summary by Sections Decision-Making Framework - The company must comply with the Company Law, stock exchange rules, and its own articles of association in making significant investment and transaction decisions [1][2] - Clear delineation of authority among the shareholders' meeting, board of directors, chairman, and management is mandated to ensure operational efficiency [1][2] Transaction Types - The document defines "transactions" to include asset purchases or sales, external investments, financial assistance, guarantees, leasing, asset management, donations, debt restructuring, licensing agreements, and project transfers [3][4] Approval Thresholds - Transactions exceeding certain thresholds must be approved by the board and disclosed, including: - Asset total exceeding 10% of the latest audited total assets [5] - Net asset involvement exceeding 10% of the latest audited net assets, with an absolute amount over 10 million [5] - Transaction amount exceeding 10% of the latest audited net assets, with an absolute amount over 10 million [5] - Profit generated exceeding 10% of the latest audited net profit, with an absolute amount over 1 million [5] - Revenue contribution exceeding 10% of the latest audited revenue, with an absolute amount over 10 million [5] Shareholder Meeting Requirements - Certain transactions, such as those involving asset totals or profits exceeding 50% of the latest audited figures, require shareholder meeting approval and timely disclosure [6][7] - Transactions involving cash gifts or debt relief without consideration are exempt from shareholder meeting approval but still require disclosure [7][8] Financial Assistance and Guarantees - Financial assistance transactions require approval from a majority of directors and, in some cases, must also be submitted to the shareholders' meeting [11][12] - Guarantees exceeding specified thresholds also require board approval and may need shareholder meeting approval depending on the amount and conditions [12][13] Continuous Calculation Principle - The document establishes a principle for cumulative calculations over 12 months for certain transactions, ensuring that repeated transactions are considered for approval and disclosure thresholds [10][11] Compliance and Reporting - The company is responsible for ensuring compliance with the decision-making system and must report to the shareholders' meeting on significant transactions approved by management [10][12] - The board of directors is tasked with interpreting the decision-making system and ensuring it aligns with national laws and regulations [12][13]

Core Points - The document outlines the information disclosure management system of Broadcom Integrated Circuit (Shanghai) Co., Ltd, emphasizing the importance of timely, fair, and accurate information disclosure to protect the rights of stakeholders [1][2][3]. Group 1: General Principles - The company and related information disclosure obligors must disclose information in accordance with laws and regulations, ensuring that the information is true, accurate, complete, and easy to understand [2][3]. - Information disclosure obligors must not leak undisclosed information to any individual or entity before it is legally disclosed [3][4]. Group 2: Disclosure Obligations - The company must disclose significant events that may impact the trading price of its securities immediately, including changes in major shareholders and management [8][10]. - Regular reports, such as annual and interim reports, must be prepared and disclosed within specified timeframes, containing essential financial data and significant events [19][20]. Group 3: Reporting Procedures - The company must establish procedures for the preparation, review, and disclosure of regular reports, ensuring that all financial information is audited and approved by the board of directors [36][37]. - The board secretary is responsible for organizing and coordinating information disclosure activities, ensuring compliance with relevant regulations [43][44]. Group 4: Supervision and Accountability - The board of directors and senior management are accountable for the truthfulness, accuracy, completeness, and timeliness of the disclosed information [50][51]. - The audit committee must supervise the information disclosure practices of the company and investigate any violations [41][42].

Core Points - The document outlines the operational regulations for the specialized committees of Broadcom Integrated Circuit (Shanghai) Co., Ltd, aiming to enhance decision-making and corporate governance [1][2] Group 1: General Provisions - The regulations are established to standardize the operation of the board's specialized committees, improve decision-making, and protect the company's interests [1] - The board has set up three specialized committees: the Audit Committee, the Nomination Committee, and the Compensation and Assessment Committee [2] - Each specialized committee is accountable to the board and must report to it [2] Group 2: Composition of Committees - Each specialized committee consists of three directors, with independent directors making up more than half of the members; at least one independent director in the Audit Committee must be a professional accountant [6][7] - The board decides the appointment and adjustment of committee members [7] - Each committee has a convener responsible for leading its work, who must be an independent director [7] Group 3: Responsibilities and Authority - The Audit Committee's main responsibilities include supervising external audits, evaluating internal audits, reviewing financial information, and ensuring internal controls [10][11] - The Nomination Committee is responsible for proposing standards and procedures for selecting directors and senior management, as well as reviewing candidates [12] - The Compensation and Assessment Committee develops assessment standards for directors and senior management, and reviews compensation policies [13] Group 4: Meeting Rules - The Audit Committee must meet at least quarterly, while the other committees must meet at least annually; additional meetings can be called as necessary [14] - Meetings require a two-thirds attendance of committee members to be valid, and decisions must be approved by a majority [18][19] - Committees can invite other directors and management to attend meetings for inquiries [20] Group 5: Special Provisions for the Audit Committee - Audit Committee members must maintain independence and cannot be senior management; they are responsible for effective supervision of internal and external audits [26] - The committee must evaluate the effectiveness of internal controls and report significant issues to the board [30][31] - The committee is tasked with ensuring communication with external auditors and overseeing their adherence to professional standards [34][12]

General Principles - The rules aim to improve the efficiency and scientific decision-making of the board of directors of Broadcom Integrated Circuit (Shanghai) Co., Ltd. [2] - The company is governed by the Company Law, Securities Law, and relevant regulations from the Shanghai Stock Exchange [2] Board Composition and Responsibilities - The board consists of seven directors, including one chairman, elected by a majority of the board [3] - The board has various responsibilities, including convening shareholder meetings, executing resolutions, and deciding on operational plans and investment proposals [3][4] Meeting Procedures - The board must hold at least two regular meetings each year, with the ability to convene temporary meetings upon request from shareholders or directors [5] - Meeting notifications must be sent out in advance, with specific requirements for both regular and temporary meetings [7][8] Voting and Decision-Making - A quorum requires the presence of more than half of the directors, and decisions are made by a majority vote [8][11] - Directors must attend meetings in person or delegate their voting rights through a written proxy [9][11] Record Keeping - Meeting records must be accurate and include details such as attendees, agenda, and voting results [30][31] - The board secretary is responsible for maintaining meeting archives for ten years [35] Confidentiality and Compliance - All participants in board meetings are obligated to maintain confidentiality regarding the decisions made [34] - The rules are subject to national laws and regulations, and any conflicts will defer to the applicable legal standards [36]

Core Points - The document outlines the rules for the shareholders' meeting of Broadcom Integrated Circuit (Shanghai) Co., Ltd, emphasizing the protection of the rights of the company, shareholders, and creditors [2][3] - The rules are established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][3] - The shareholders' meeting is categorized into annual and extraordinary meetings, with specific timelines for their convening [5][6] Group 1: General Provisions - The company must convene shareholders' meetings in strict compliance with laws, regulations, and the company's articles of association [3][4] - Shareholders have the right to exercise their rights lawfully during the meetings [3][4] - The company must report to the China Securities Regulatory Commission and the stock exchange if it cannot convene a meeting within the specified timeframe [3][4] Group 2: Convening of Shareholders' Meetings - The board of directors is responsible for convening the shareholders' meeting within the stipulated time [7][8] - Independent directors can propose the convening of an extraordinary meeting, and the board must respond within ten days [8][9] - Shareholders holding more than 10% of the shares can request the board to convene an extraordinary meeting [10][11] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and comply with legal requirements [14][15] - Shareholders holding more than 1% of the shares can submit temporary proposals ten days before the meeting [14][15] - Notifications for annual meetings must be sent at least twenty days in advance, while notifications for extraordinary meetings must be sent at least fifteen days in advance [16][17] Group 4: Conducting the Meeting - The meeting must be held at the company's registered address or a location specified in the articles of association [21][22] - Shareholders can attend in person or appoint proxies to vote on their behalf [22][23] - The meeting must ensure that all shareholders can participate and vote, with provisions for online voting [22][23] Group 5: Voting and Resolutions - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of the voting rights, respectively [35][36] - Related shareholders must abstain from voting on matters involving conflicts of interest [37][38] - The results of the voting must be announced promptly, and detailed records of the meeting must be maintained [46][47]

Core Points - The document outlines the insider information management system of Broadcom Integrated Circuit (Shanghai) Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The purpose of the system is to standardize the management of insider information, enhance confidentiality, and protect investors' rights [1] - The board of directors is responsible for managing insider information, with the chairman as the main person in charge and the board secretary overseeing implementation [2][3] Group 2: Scope of Insider Information - Insider information includes any non-public information that could significantly impact the company's operations, finances, or stock market price [6] - Specific examples of insider information include major changes in business strategy, significant asset transactions exceeding 30% of total assets, and major losses or debts [6][7][8] Group 3: Registration and Record-Keeping - The company must maintain accurate and complete records of insider information and the individuals who are privy to it, retaining these records for at least ten years [4][7] - A memorandum of significant events must be created for major transactions, detailing key decision-making points and involved personnel [10][11] Group 4: Confidentiality Management - Insider information must be disclosed only to a limited number of individuals before public release, and confidentiality agreements must be signed [15][16] - The company must ensure that all insider information is kept confidential and not used for trading or advising others to trade [18][19] Group 5: Accountability and Penalties - The company is required to conduct self-inspections regarding insider trading and report any violations to regulatory authorities [11][12] - Violations of the insider information management system can result in disciplinary actions, including termination and legal consequences [12][13]