杭州晶华微电子股份有限公司 2025年第一次临时股东大会会议资料 证券代码：688130 证券简称：晶华微 杭州晶华微电子股份有限公司 2025年第一次临时股东大会会议资料 二零二五年七月 1 杭州晶华微电子股份有限公司 2025年第一次临时股东大会会议资料 杭州晶华微电子股份有限公司 2025年第一次临时股东大会会议资料目录 | 2025年第一次临时股东大会会议须知 | 3 | | --- | --- | | 2025年第一次临时股东大会会议议程 | 5 | | 2025年第一次临时股东大会会议议案 | 7 | | 议案一：《关于募投项目延期、终止以及增加实施内容、实施主体、实施地点的议案》 | 7 | | 议案二：《关于变更注册资本、调整利润分配政策、取消监事会并修订<公司章程>的议案》 | 19 | | 议案三：《关于修订、制定部分治理制度的议案》 | 21 | 2 杭州晶华微电子股份有限公司 2025年第一次临时股东大会会议资料 杭州晶华微电子股份有限公司 2025年第一次临时股东大会会议须知 六、股东及股东代理人要求发言时，不得打断会议报告人的报告或其他股 东及股东代理人的发言，在股东大会进行表决时 ...

证券代码：688130 证券简称：晶华微 公告编号：2025-035 杭州晶华微电子股份有限公司 首次公开发行部分限售股上市流通公告 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： 本次股票上市类型为首发限售股份；股票认购方式为网下，上市股数为 21,294,000股。 本次股票上市流通总数为21,294,000股。 本次股票上市流通日期为2025 年 7 月 29 日。 一、本次上市流通的限售股类型 经中国证券监督管理委员会（以下简称"中国证监会"）于 2022 年 6 月 9 日 出具的《关于同意杭州晶华微电子股份有限公司首次公开发行股票注册的批复》 （证监许可〔2022〕1203 号），同意杭州晶华微电子股份有限公司（以下简称"公 司"）首次公开发行股票的注册申请。公司首次向社会公众公开发行人民币普通股 1,664 万股，并于 2022 年 7 月 29 日在上海证券交易所科创板挂牌上市。公司首次 公开发行完成后总股本为 6,656 万股，其中有限售条件流通股 51,724,194 股，占公 司发行后 ...

国泰海通证券股份有限公司 关于杭州晶华微电子股份有限公司 首次公开发行部分限售股上市流通的核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐机构"）作为 杭州晶华微电子股份有限公司（以下简称"晶华微"或"公司"）首次公开发行 股票并在科创板上市及持续督导的保荐机构，根据《证券发行上市保荐业务管理 办法》《上海证券交易所科创板股票上市规则》《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》等法律法规的相关规定，对晶华微首次公开 发行部分限售股上市流通事项进行了核查，核查情况及核查意见如下: 一、本次上市流通的限售股类型 中国证券监督管理委员会于 2022 年 6 月 9 日出具《关于同意杭州晶华微电 子股份有限公司首次公开发行股票注册的批复》（证监许可〔2022〕1203 号），同 意公司首次公开发行股票的注册申请。晶华微首次向社会公开发行人民币普通股 （A 股）1,664 万股，并于 2022 年 7 月 29 日在上海证券交易所科创板上市交易， 发行完成后总股本为 6,656 万股，其中有限售条件流通股 51,724,194 股，占公司 总股本的 77.71%，无限售条件流通 ...

Meeting Overview - The second supervisory board meeting of Hangzhou Jinghua Microelectronics Co., Ltd. was held on July 10, 2025, with all three supervisors present, and the meeting was conducted in accordance with relevant laws and regulations [1]. Resolutions Passed - The supervisory board approved the proposal regarding the postponement, termination, and addition of implementation content, subjects, and locations for fundraising projects, which aligns with the company's development strategy and enhances fundraising efficiency [1]. - The board unanimously agreed to use temporarily idle fundraising for cash management, which is expected to improve the efficiency of idle funds and increase shareholder returns without altering the intended use of the funds [3]. - The board also approved changes to registered capital, adjustments to profit distribution policies, the cancellation of the supervisory board, and amendments to the company's articles of association, which comply with relevant laws and regulations [3][5].

Summary of Key Points Core Viewpoint The announcement details the changes in the registered capital, adjustments to the profit distribution policy, the cancellation of the supervisory board, and the amendments to the company's articles of association and governance systems. Group 1: Changes in Registered Capital - The company's total share capital increased from 92,974,389 shares to 120,891,094 shares following the implementation of the 2024 annual profit distribution plan, which involved a capital reserve conversion of 3 shares for every 10 shares held, without cash dividends or bonus shares [2][4]. - The registered capital changed from RMB 92,974,389 to RMB 120,891,094 as a result of these adjustments [2][4]. Group 2: Adjustments to Profit Distribution Policy - The company plans to adjust its profit distribution policy to further protect investor rights, in accordance with relevant laws and regulations, and to align with its actual development situation [2][3]. - Independent directors and the supervisory board have expressed support for the adjustments, stating that they comply with regulations and do not harm investor interests [3]. Group 3: Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its functions being transferred to the audit committee of the board of directors, and relevant supervisory board regulations will be abolished [3][4]. - Amendments to the articles of association will reflect this change, along with updates to governance rules [4]. Group 4: Amendments to Articles of Association - The articles of association will be revised to enhance the corporate governance structure and ensure compliance with the latest legal and regulatory requirements [4][5]. - Specific amendments include changes to the registered capital clause and the roles of the legal representative and other governance aspects [5][6].

General Provisions - The purpose of the guidelines is to standardize the behavior of Hangzhou Jinghua Microelectronics Co., Ltd. and clarify the responsibilities and authority of the general manager [1] - The company has one general manager, nominated by the chairman and appointed by the board of directors, who is responsible for the company's operational management [1][2] Qualifications for Appointment - The general manager and other senior management must possess integrity, diligence, and a strong sense of responsibility, along with relevant educational and professional experience [2] - Specific disqualifications for the general manager include criminal convictions related to corruption or financial misconduct, personal bankruptcy, and being designated as a market prohibitor by regulatory authorities [2][3] Authority and Responsibilities - The general manager has the authority to manage the company's operations, implement board resolutions, and report to the board [4] - Responsibilities include formulating development strategies, managing internal structures, and overseeing financial and operational decisions [4][5] Duties of the Management Team - The management team must adhere to legal and regulatory requirements, maintain company assets, and ensure effective internal controls [6][7] - The financial director has specific responsibilities related to financial strategy, budgeting, and compliance with financial regulations [6] Reporting Procedures - The general manager is required to report on significant operational matters and decisions to the board, ensuring transparency and accountability [13][14] - Regular reports include annual and quarterly performance, major contracts, and significant personnel changes [13][14] Evaluation and Dismissal - The general manager's term is generally not more than three years, aligned with the board's term, and can be reappointed [38] - The board has the authority to dismiss the general manager for incompetence or misconduct, and performance evaluations are conducted annually [39][41]

Core Points - The document outlines the working rules for the Secretary of the Board of Directors of Hangzhou Jinghua Microelectronics Co., Ltd, detailing the responsibilities, qualifications, and procedures for appointment and dismissal of the board secretary [1][2][3]. Group 1: General Provisions - The company must have one board secretary who is a senior management personnel and must fulfill their duties diligently and faithfully [1]. - The board secretary acts as the designated liaison between the company and the stock exchange, handling information disclosure, corporate governance, and equity management [1]. Group 2: Qualifications - The board secretary must meet specific qualifications, including not having been publicly recognized as unsuitable for the role by the stock exchange or having faced public reprimands in the last three years [2]. Group 3: Responsibilities - The board secretary is responsible for managing information disclosure, ensuring compliance with disclosure regulations, and maintaining confidentiality of undisclosed significant information [4][5]. - The board secretary must assist in strengthening corporate governance mechanisms and manage investor relations [6]. Group 4: Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed by the board, with a requirement to sign a confidentiality agreement [8][9]. - If the board secretary cannot fulfill their duties for over three months, the company must appoint a new secretary within three months of the vacancy [10]. Group 5: Legal Responsibilities - The board secretary is subject to legal responsibilities and must adhere to laws, regulations, and the company's articles of association [11].

Core Points - The document outlines the management system for related party transactions of Hangzhou Jinghua Microelectronics Co., Ltd, aiming to protect the rights of the company, shareholders, and creditors while ensuring fairness in decision-making [1][3][4] - Related party transactions are defined as transactions between the company and its related parties, which include individuals or entities that have significant control or ownership over the company [2][3] - The company is required to minimize related party transactions and ensure that they are conducted at fair prices, with proper decision-making procedures and information disclosure [1][3][4] Group 1: Definition and Scope - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are closely related to key management personnel [2][3] - Transactions with related parties must comply with relevant laws and regulations, as well as the company's articles of association [3][4] Group 2: Principles and Procedures - Related party transactions should adhere to principles of honesty, credit, and fairness, with related parties recusing themselves from voting on such matters [6][8] - The company must sign written agreements for related party transactions, ensuring clarity and specificity in the terms [4][6] Group 3: Decision-Making and Disclosure - The general manager can approve transactions below 300,000 yuan or those that do not exceed 0.1% of the company's total assets [5][6] - Transactions exceeding these thresholds require board approval and must be disclosed if they meet certain criteria [5][6][8] Group 4: Internal Control and Reporting - The company must implement effective measures to prevent related parties from interfering with its operations and ensure that transaction pricing aligns with market standards [4][6] - Related party transactions must be reported and disclosed in annual and semi-annual reports, with specific procedures for transactions exceeding set thresholds [7][8]

Core Viewpoint - The internal audit system of Hangzhou Jinghua Microelectronics Co., Ltd. aims to enhance and standardize internal audit work, improve audit quality, and protect investors' rights by adhering to relevant laws and regulations [1][2]. Group 1: Internal Audit Objectives - The internal audit is defined as an evaluation activity conducted by the internal audit department to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1][2]. - The internal control aims to ensure compliance with laws, improve operational efficiency, safeguard company assets, and ensure accurate and fair information disclosure [1][2]. Group 2: Internal Audit Structure and Personnel - The internal audit department (Internal Audit Department) is responsible for supervising business activities, risk management, internal controls, and financial information, reporting directly to the board of directors and the audit committee [2][3]. - The internal audit personnel must have backgrounds in auditing, accounting, economic law, or management, and the department should maintain independence from the finance department [2][3]. Group 3: Responsibilities and Authority - The audit committee supervises and evaluates the internal audit work, guiding the establishment and implementation of the internal audit system [3][4]. - The internal audit department is responsible for examining the integrity and effectiveness of internal control systems across all operational areas, including financial reporting and information disclosure [4][5]. Group 4: Audit Procedures - The internal audit department must develop an annual audit plan based on the company's specific situation and determine audit project priorities [6][7]. - After completing the audit, the internal audit department must compile a report and follow up on the implementation of audit recommendations [8][9]. Group 5: Internal Control Evaluation and Disclosure - The internal audit department is responsible for evaluating the effectiveness of internal controls and must report any significant deficiencies or risks to the audit committee [10][11]. - The company must disclose the internal control evaluation report alongside its annual report, including the auditor's opinion on the effectiveness of internal controls [10][11]. Group 6: Supervision and Management - The company should incorporate the effectiveness of the internal control system into performance evaluations for departments and subsidiaries, establishing accountability mechanisms for violations [12][13]. - Violations of the internal audit system by the internal audit personnel may lead to disciplinary actions or legal consequences [12][13].

General Principles - The purpose of the management system is to strengthen the control over subsidiaries, ensuring their standardized, efficient, and orderly operation while effectively managing operational risks and enhancing overall asset operation quality [1][2] - The system applies to wholly-owned subsidiaries, holding subsidiaries, and other companies directly or indirectly controlled by the company [1][2] Governance Structure - Subsidiaries must establish self-discipline management and accept supervision from the company, providing truthful reflections and explanations when queried [3][4] - The company exercises its rights as a shareholder, including receiving dividends, participating in major decisions, and accessing important documents of the subsidiaries [4][5] Operational Management - Subsidiaries must comply with national laws and regulations, develop and revise their operational management goals, and ensure the completion of annual operational targets [6][16] - The general manager of a subsidiary is responsible for preparing an annual work report and next year's operational plan, ensuring the accuracy and completeness of financial reports [7][16] Financial Management - Subsidiaries are required to adhere to the company's unified financial management policies and submit financial reports in a timely manner [8][24] - Any external borrowing by subsidiaries must consider their ability to bear interest and repayment capacity, following the necessary approval procedures [29][30] Information Disclosure Management - Subsidiaries must report significant business and financial events that may impact the company's stock price, adhering to the company's information disclosure management system [11][35] - Sensitive information must be kept confidential until officially disclosed, with the company's board office being the sole department for external information disclosure [12][36] Internal Audit Supervision - The company's internal audit department conducts regular or irregular audits of subsidiaries, focusing on compliance with laws and regulations, internal control systems, and financial management [13][40] - Subsidiaries must prepare for audits and ensure the accuracy of the materials provided during the audit process [13][41] Human Resource Management and Performance Evaluation - Subsidiaries should establish incentive mechanisms and performance evaluation systems to motivate employees and ensure fair treatment [14][44] - The company has the right to impose penalties on subsidiary personnel who fail to fulfill their responsibilities, leading to adverse effects on operations [14][49] Management of Associate Subsidiaries - Management of associate subsidiaries is primarily achieved through personnel dispatched by the company to exercise their rights [15][50] - Associate subsidiaries must report their operational and financial conditions regularly to the company [15][52]