Core Viewpoint - The document outlines the working rules for independent directors at Lianqi Technology Co., Ltd., emphasizing the importance of independent judgment and the protection of minority shareholders' rights [1][2]. General Provisions - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2]. - Independent directors are obligated to act in good faith and diligence towards the company and all shareholders [1][2]. Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies, ensuring they have sufficient time to fulfill their duties [2]. - At least one-third of the board must be independent directors, including at least one accounting professional [2][3]. - Independent directors must meet specific independence criteria and possess relevant experience and knowledge [3][4]. Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [8][10]. - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholder meetings [8][10]. Meetings and Communication - The company must facilitate regular meetings of independent directors, ensuring they have access to necessary information and resources [11][17]. - Independent directors are required to submit annual reports detailing their performance and the outcomes of their specialized meetings [12][17]. Compliance and Reporting - Independent directors must report any violations of laws or regulations to the board and can escalate issues to regulatory authorities if necessary [10][14]. - The company is responsible for ensuring that independent directors receive appropriate compensation and support for their roles [15][17].

Core Points - The document outlines the related party transaction system of Lianqi Technology Co., Ltd. to ensure compliance with laws and protect the rights of non-related shareholders and creditors [1][6] - It defines related parties and relationships, emphasizing the need for substantial judgment in determining control or influence over the company [1][2] - The document specifies the types of related party transactions and the principles that must be followed, including fairness and the avoidance of conflicts of interest [1][3] Related Party Definition - Related parties include individuals and organizations that have significant influence or control over the company, such as family members of key personnel and entities controlled by them [1][2] - The document emphasizes the importance of identifying relationships that could lead to biased decision-making [1][3] Related Party Transactions - Related party transactions encompass various activities, including asset sales, investments, and financial support, which may result in resource or obligation transfers [1][4] - Transactions must adhere to principles of honesty, fairness, and must not harm the interests of non-related shareholders [1][4] Decision-Making Procedures - The document outlines the decision-making process for related party transactions, requiring avoidance measures for interested parties during voting [1][5] - It mandates that transactions exceeding certain thresholds must be disclosed and approved by independent directors and shareholders [1][5] Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, with specific exceptions for non-controlling related companies under certain conditions [1][5] - Guarantees for related parties require approval from a majority of independent directors and must be disclosed to shareholders [1][5] Record Keeping and Compliance - Records of related party transaction decisions must be maintained for at least ten years, ensuring transparency and accountability [1][5] - The document stipulates that any transactions not approved according to the established procedures are invalid [1][6]

Core Viewpoint - The internal audit work system of the company aims to enhance internal control, improve management efficiency, and ensure the effectiveness of operations through a structured auditing process [1][2]. Group 1: General Principles - The internal audit is defined as an evaluation activity conducted by the company's internal audit institution or personnel to assess the effectiveness of internal controls, risk management, and the authenticity of financial information [1][2]. - The internal audit aims to provide management with analysis, evaluation, suggestions, and information to ensure cost-effective monitoring and compliance with regulations [1][3]. Group 2: Internal Audit Organization and Personnel - The company establishes an audit committee under the board of directors, which oversees the internal audit department that operates independently [2][3]. - Internal audit personnel must possess the necessary professional capabilities and continuously update their knowledge through ongoing education and training [2][3]. Group 3: Responsibilities and Authority of Internal Audit - The internal audit department is responsible for evaluating the completeness and effectiveness of internal control systems, auditing financial data for legality and authenticity, and assisting in establishing anti-fraud mechanisms [3][4]. - The internal audit department has the authority to determine audit projects and subjects autonomously based on the approved annual audit plan [4][5]. Group 4: Internal Audit Procedures - The internal audit department must draft a long-term plan based on the company's overall development strategy and submit an annual audit plan for approval [5][6]. - Audit personnel can employ various methods such as inspection, observation, and inquiry to gather necessary evidence during the audit process [6][7]. Group 5: Internal Audit Responsibility - The internal audit department operates under principles of evidence-based, objective, and accurate conclusions, with the authority to recommend penalties for violations of company regulations [8][9]. - Any violations by internal audit personnel, including misconduct or abuse of power, will result in disciplinary actions, and criminal cases will be referred to judicial authorities [9][11].

General Overview - The document outlines the management system for shares held by directors and senior management of Lianqi Technology Co., Ltd, aimed at maintaining market order and compliance with relevant laws and regulations [1][2]. Shareholding Management - The system applies to all shares held by directors and senior management, including those held in others' accounts and through margin trading [2]. - Shareholding changes must comply with laws, regulations, and the company's articles of association [2][3]. Reporting and Disclosure - Directors and senior management must notify the board secretary in writing before buying or selling shares, who will verify compliance with disclosure and significant matters [3][4]. - Personal and family shareholding information must be reported to the Shanghai Stock Exchange within specified timeframes [3][6]. Transfer Restrictions - There are specific periods during which shares cannot be transferred, including within one year of A-share listing and six months post-resignation [4][5]. - Directors and senior management can only transfer up to 25% of their shares annually, with exceptions for certain circumstances [5][6]. Trading Prohibitions - Directors and senior management are prohibited from trading shares during specific periods, such as 15 days before annual or semi-annual reports [7][8]. - The document specifies additional restrictions based on insider information and other regulatory requirements [8][9]. Special Circumstances - In special cases where a director needs to sell shares under prohibitive conditions, they must provide written notice and justification to the board [10][11]. - The board secretary is responsible for managing shareholding data and ensuring compliance with reporting obligations [12]. Compliance and Enforcement - Violations of the regulations may result in legal responsibilities and potential compensation for losses incurred by the company [12][13]. - The system will take effect upon the company's H shares listing on the Hong Kong Stock Exchange [12].

澜起科技股份有限公司 股东会议事规则 （2025 年 6 月） 第一章 总 则 第一条 为规范澜起科技股份有限公司（以下简称"公司"）行为，保证股东 会依法行使职权，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》"）、《上市公司股东会规则》《上市 公司治理准则》《澜起科技股份有限公司章程》（以下简称"《公司章程》"）以及 相关法律、法规的有关规定，制定本规则。 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 公司应当严格按照法律、行政法规、 《公司章程》及本规则的相关规 定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第四条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次， 应当于上一会计年度结束后的 6 个月内举行。临时股东会不定期召开，出现《公 司法》第一百一十三条规定的应当召开临时股东会的情形时，临时股东会应当在 公司在上述期限内不能召开 ...

澜起科技股份有限公司 募集资金管理制度 （2025 年 6 月） 为了规范澜起科技股份有限公司（以下简称"公司"）对募集资金的存放、 使用和管理，提高募集资金的使用效率和效益，保护公司、投资人的合法权益， 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司募集资金 监管规则》《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》等法律、法规、规范性文件及《澜起科技股份有限公司章程》 （以下简称"《公 司章程》"），制定本制度。 第一章 总 则 第一条 本制度所称募集资金系指公司通过发行股票或者其他具有股权性 质的证券，向投资者募集并用于特定用途的资金，但不包括公司实施股权激励计 划募集的资金。 第二条 募集资金投资项目通过公司的子公司或公司控制的其他企业实施 的，公司应当确保该子公司或受控制的其他企业遵守本制度。 第三条 公司应当将募集资金存放、管理、使用、改变用途、监督和责任追 究的内部控制制度及时在上海证券交易所网站上披露。 第四条 董事会应当持续关注募集资金存放、管理和使用情况，有效防范投 资风险，提高募集资金使用效益。公司的董事和高级管理人员应当勤勉尽责，督 促公司规范使用募 ...

Core Points - The company, Montage Technology Co., Ltd., aims to protect the rights and interests of shareholders, employees, and creditors while adhering to relevant laws and regulations [1] - The company was established as a joint-stock limited company and is registered in Shanghai, with a unified social credit code [1] - The company successfully issued 112,981,389 A-shares in June 2019 and was listed on the Shanghai Stock Exchange [1] - The company is focused on technological innovation in the integrated circuit field, aiming to meet customer demands for high-performance chips [1] Company Structure - The registered capital of the company is not specified in the document [1] - The company is a permanent joint-stock limited company [1] - The chairman of the board represents the company in executing its affairs and serves as the legal representative [1] Share Issuance and Structure - The company issues shares in the form of stocks, with equal rights for each share of the same category [2] - The total number of shares issued at the establishment was 903,851,100 shares, with a par value of 1 RMB per share [3] - The company has issued A-shares and H-shares, with specific storage and management arrangements for each type [3][4] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company meetings based on their shareholdings [6] - Shareholders holding more than 5% of shares must report any pledges of their shares within two trading days [10] - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [10] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [15][16] - The board of directors is responsible for convening shareholder meetings and must provide timely notifications [16] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the shares [19] Financial and Operational Conduct - The company must disclose significant transactions and financial assistance provided to shareholders or related parties [13][14] - The board must ensure compliance with legal and regulatory requirements in all financial dealings [14] - The company is required to maintain transparency and uphold the interests of all shareholders in its operations [11][12]

理与公司发行 H 股股票并上市相关事宜的议案》 证券代码：688008 证券简称：澜起科技 公告编号：2025-031 澜起科技股份有限公司 关于召开2025年第一次临时股东大会的通知 本公司及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： ? 股东大会召开日期：2025年7月7日 ? 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 一、 召开会议的基本情况 （一） 股东大会类型和届次 （二） 股东大会召集人：董事会 （三） 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 （四） 现场会议召开的日期、时间和地点 召开日期时间：2025 年 7 月 7 日14 点 30 分 召开地点：上海虹桥迎宾馆（虹桥路 1591 号）2 号楼 4 楼畅景阁 （五） 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 7 月 7 日 至2025 年 7 月 7 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票 ...

证券代码：688008 证券简称：澜起科技 公告编号：2025-028 澜起科技股份有限公司 关于 2025 年第二次以集中竞价交易方式 回购 A 股股份的预案 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、准确性和完整性依法承担法律责任。 重要内容提示： ●回购股份金额：不低于人民币 2 亿元（含），不超过人民币 4 亿元（含） ●回购股份资金来源：公司自有资金 ●回购股份用途：本次回购股份将用于减少公司注册资本 ●回购股份价格：不超过人民币 118 元/股（含） ●回购股份方式：通过上海证券交易所系统以集中竞价交易方式回购 ●回购股份期限：自公司股东大会审议通过本次回购方案之日起 12 个月内。 本次回购方案不影响 2025 年第一次回购方案的独立实施，本次回购方案将于股东 大会审议通过后且公司 2025 年第一次回购方案实施完毕之后开始实施。 ●相关股东是否存在减持计划： 没有减持计划。 动人 WLT Partners,L.P.、中国电子投资控股有限公司及其一致行动人嘉兴芯电投资 合伙企业（有限合伙）回复称：未来 3 个月、未来 6 个月内如有减持 ...

Core Viewpoint - The company intends to appoint Ernst & Young as the auditing firm for its H-share issuance and listing, following the approval of its board and audit committee [1][4]. Group 1: Auditing Firm Information - Ernst & Young, established in 1973 and headquartered in Hong Kong, has 267 partners as of the end of 2023, with Ms. Li Shun'er as the chief partner [1]. - The firm audited 409 listed companies in Hong Kong for the 2024 fiscal year, covering various industries including manufacturing, finance, wholesale and retail, mining, real estate, and information technology [1]. - Ernst & Young has a strong investor protection capability, having set aside professional risk funds and purchased professional insurance, with no civil lawsuits related to its professional conduct in the past three years [2]. Group 2: Project Team Information - Mr. Yin Guowei, the signing partner, has over 27 years of auditing and consulting experience, having participated in the listing audits of over 40 companies in Hong Kong [2]. - Ms. Shi Jin, a project partner, has been with Ernst & Young since 1997 and has experience in auditing listed companies across various industries [2]. - Mr. Gu Shenwei, the quality control reviewer, has been a registered CPA since 2013 and has signed or reviewed audits for four listed companies in the past three years [3]. Group 3: Approval Process - The audit committee of the board approved the proposal to appoint Ernst & Young during its meeting on June 13, 2025, and recommended the firm for the H-share issuance and listing audit [3]. - The board of directors formally approved the appointment on June 20, 2025, and proposed to authorize the board to determine the specific scope, remuneration, and duration of the audit services [4]. - The supervisory board also approved the appointment on June 20, 2025, and the decision will take effect upon approval by the shareholders' meeting [4].