General Provisions - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Hangzhou Jinghua Microelectronics Co., Ltd. and ensure the rights of shareholders in electing directors, particularly protecting the interests of minority shareholders [1][2] - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling them to concentrate their votes on one candidate or distribute them among multiple candidates [1][2] Nomination of Director Candidates - Director candidates can be nominated by the board of directors or shareholders holding more than 1% of the company's issued shares, with independent directors needing to comply with specific regulations [3] - Nominees must provide detailed personal information and confirm their willingness to be nominated, ensuring transparency and accountability [3][4] Election and Voting of Directors - The voting process requires clear communication to shareholders about the cumulative voting method, with the board preparing appropriate ballots and providing explanations to ensure correct voting [5][6] - In cases of multiple rounds of elections, the cumulative voting totals must be recalculated for each round, and any discrepancies must be corrected immediately [5][6] Election Results and Procedures - Directors are elected based on their total votes, with a requirement that the votes exceed half of the total voting rights held by attending shareholders [6][7] - If the number of elected directors is less than required, a second round of elections will be held, or a new meeting will be convened within two months to fill the vacancies [6][7] Miscellaneous Provisions - Any matters not covered by these rules will be governed by relevant national laws and the company's articles of association [7] - The board of directors is responsible for formulating, revising, and interpreting these rules, which take effect upon approval by the shareholders' meeting [7]

Core Viewpoint - The company has established an investor relations management system to enhance communication with investors and protect their rights, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: Investor Relations Management Principles - The investor relations management work must adhere to principles of fairness, justice, and openness, providing accurate and complete information about the company's actual situation [2][3]. - The primary responsibility for investor relations management lies with the company's chairman, while the board secretary is responsible for specific tasks [2][3]. - The management should follow principles of compliance, equality, proactivity, and integrity in their interactions with investors [3][4]. Group 2: Communication Content - Key communication topics with investors include the company's development strategy, legal information disclosures, operational management information, environmental, social, and governance information, and shareholder rights [3][4]. - The company should utilize multiple channels and platforms for investor relations management, including its official website, new media platforms, and various communication methods [4][5]. Group 3: Information Disclosure and Meetings - The company must disclose information in a timely manner through designated media and cannot release significant information through non-designated channels [4][5]. - Investor meetings should be organized to address significant matters that attract market attention, ensuring participation from key company personnel [7][8]. Group 4: Responsibilities and Training - The investor relations management team is responsible for drafting management policies, organizing communication activities, and handling investor inquiries and complaints [5][6]. - Regular training for board members and staff involved in investor relations is encouraged to enhance their skills and knowledge [6][7]. Group 5: Documentation and Compliance - The company must maintain comprehensive records of investor relations activities, including participant details, communication content, and any significant information disclosed [10][11]. - Any violations of disclosure regulations or unfair treatment of investors are strictly prohibited [10][12].

General Principles - The company aims to standardize the selection and appointment of accounting firms to protect shareholder interests and enhance the quality of audit work and financial information [2][3] - The selection process must comply with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange rules [2][3] Selection Process - The selection of accounting firms must be approved by the Audit Committee, submitted to the Board of Directors, and ultimately decided by the shareholders' meeting [3][4] - Major shareholders and actual controllers are prohibited from interfering in the selection process before the shareholders' meeting [3][4] Quality Requirements for Accounting Firms - Selected accounting firms must possess independent qualifications, necessary licenses, and a good reputation without recent criminal penalties related to securities and futures [5][6] - The firms must ensure confidentiality and data security regarding company information [5][6] Selection Procedures - The Audit Committee is responsible for proposing the selection of accounting firms and supervising the audit work [4][5] - Various methods such as competitive negotiation, public bidding, and invitation bidding must be employed to ensure a fair selection process [6][7] Evaluation Criteria - Evaluation criteria for accounting firms include audit fees, qualifications, performance history, quality management, and risk management capabilities [7][8] - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [8] Contractual Obligations - The appointed accounting firm must fulfill its obligations as per the audit service agreement and complete the audit within the stipulated time [11][12] - Audit fees can be adjusted based on factors like consumer price index changes and business complexity, with a significant decrease requiring disclosure [12][13] Reappointment and Dismissal - The Audit Committee must evaluate the performance of the accounting firm before reappointment, and if the evaluation is negative, a new firm must be appointed [13][14] - Specific conditions warranting the dismissal of an accounting firm include quality defects in audit reports and failure to meet deadlines [15][16] Supervision and Reporting - The Audit Committee is tasked with monitoring the audit work and ensuring compliance with laws and regulations [20][21] - Annual reports must disclose information about the accounting firm, including service duration and audit fees [21][22] Information Security - The company must assess the information security management capabilities of accounting firms during the selection process [12][14] - Contracts should include clauses specifying information security responsibilities to prevent data breaches [12][14]

Core Viewpoint - The document outlines the information disclosure deferral and exemption management system for Hangzhou Jinghua Microelectronics Co., Ltd, emphasizing compliance with relevant laws and regulations while ensuring the protection of state and commercial secrets [1][2][3]. Group 1: General Principles - The purpose of the system is to standardize the deferral and exemption of information disclosure, ensuring that the company and related parties fulfill their disclosure obligations in accordance with the Securities Law and other relevant regulations [1]. - The company and related parties must disclose information truthfully, accurately, completely, timely, and fairly, and must not misuse deferral or exemption to evade disclosure obligations or mislead investors [2]. Group 2: Scope of Deferral and Exemption - Information can be deferred or exempted from disclosure if it involves state secrets or other matters that may violate confidentiality regulations [2][3]. - Commercial secrets can be deferred or exempted if they meet specific criteria, such as being core technology information that could lead to unfair competition if disclosed [3]. Group 3: Internal Management - The company must establish a careful internal review process for determining deferral and exemption matters, ensuring that the scope is not arbitrarily expanded [5][6]. - The board secretary must promptly register and archive any deferral or exemption actions, maintaining records for at least ten years [5]. Group 4: Reporting and Accountability - The company is required to report any deferral or exemption actions to the Zhejiang Securities Regulatory Bureau and the stock exchange within ten days after the publication of periodic reports [6]. - A responsibility accountability mechanism is established for any improper deferral or exemption actions that may negatively impact the company or investors [7].

Core Points - Hangzhou SDIC Microelectronic Inc. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [3][4] - The company was approved by the China Securities Regulatory Commission and listed on the Shanghai Stock Exchange on July 29, 2022, with an initial public offering of 16.64 million shares [3][4] - The registered capital of the company is RMB 1,208.91094 million [4] Chapter Summaries Chapter 1: General Provisions - The purpose of the articles is to protect the legal rights of the company, shareholders, employees, and creditors [3] - The company is registered in the Zhejiang Provincial Market Supervision Administration with a unified social credit code [3] - The legal representative of the company is the director who is elected by a majority of the board [4] Chapter 2: Business Objectives and Scope - The company's business objective is to enhance management efficiency and maximize economic benefits for shareholders [5] - The business scope includes research, development, production, and sales of microelectronic integrated circuits and related consulting services [5] Chapter 3: Shares - The company's shares are issued in the form of stocks, with each share having a face value of RMB 1 [6] - The company has issued a total of 12,089.1094 million shares, all of which are ordinary shares [6][7] - The company can provide financial assistance for others to acquire its shares under certain conditions, with a limit of 10% of the total issued capital [7] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, and supervision of company operations [11] - The company must hold an annual shareholders' meeting and can hold temporary meetings under specific circumstances [49][50] - Shareholders holding more than 10% of shares can request a temporary shareholders' meeting [55] Chapter 5: Proposals and Notifications for Shareholders' Meetings - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [59] - Shareholders can submit proposals 10 days before the meeting [60] - Notifications for meetings must include details such as time, location, and agenda [62] Chapter 6: Conducting Shareholders' Meetings - The company must ensure the orderly conduct of shareholders' meetings and verify the legitimacy of shareholder qualifications [66][71] - The chairman of the board presides over the meeting, and if unavailable, a director is elected to preside [73] - Meeting records must be maintained, documenting attendance, discussions, and resolutions [78]

Core Viewpoint - The document outlines the financing and external guarantee system of Hangzhou Jinghua Microelectronics Co., Ltd, aiming to standardize financing and guarantee behaviors, control risks, and protect financial security and investors' rights [1]. Financing Management System - Financing refers to indirect financing from financial institutions, including various forms such as credit loans and bank guarantees [1][2]. - The company’s financing and external guarantees are managed uniformly, requiring approval from authorized entities before any agreements are signed [2][3]. - The finance department is responsible for managing financing applications and must conduct preliminary reviews before submitting to authorized entities for approval [6][7]. - Specific procedures are established for financing approval based on the amount and type of financing, with different thresholds for board and shareholder approval [8][9]. External Guarantee Management System - External guarantees involve providing guarantees using the company's assets or credit for other entities, including subsidiaries [2][3]. - Guarantees must comply with relevant laws and regulations, and the board must carefully assess the risks associated with providing guarantees [17][18]. - The company must evaluate the creditworthiness of the entities receiving guarantees and ensure that proper collateral is provided [19][20]. - Approval for guarantees must be obtained from the board or shareholders, especially for significant amounts exceeding specified thresholds [22][23]. Risk Management - The finance department must monitor the financial health of guaranteed entities and report any issues promptly [36][38]. - Measures must be taken to recover debts if the company fulfills its guarantee obligations [41]. - The audit committee is responsible for overseeing guarantee-related internal controls and must communicate any anomalies to the board [37]. Responsibilities of Personnel - All directors must adhere to the established financing and guarantee procedures and are liable for any losses resulting from violations [42][43]. - Management personnel who exceed their authority in approving financing or guarantees may face legal consequences [43][44]. General Provisions - The total amount of external guarantees includes those provided to subsidiaries and must be disclosed in annual reports [44]. - The document is effective upon approval by the shareholders' meeting and can be modified as necessary [48].

Core Points - The document outlines the fundraising management system of Hangzhou Jinghua Microelectronics Co., Ltd, aiming to enhance the safety and efficiency of fund usage while protecting investors' rights [1][2][3] Fundraising Management - The company defines fundraising as capital raised through public and private securities issuance, excluding funds from equity incentive plans [3] - Upon receiving funds, the company must promptly complete verification procedures with qualified accounting firms [3] - The board of directors is responsible for the management and usage of the raised funds, with oversight from the audit committee and independent directors [4] Fund Storage - Funds must be stored in a designated special account approved by the board, and cannot be used for non-fund purposes [4][5] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank within one month of fund receipt [5] Fund Usage - The company must adhere to the approved usage plan and disclose any significant deviations from it [6] - Funds should primarily be used for core business operations, and certain restrictions apply to financial investments and related party transactions [6][7] - The company can temporarily manage idle funds through cash management products, ensuring they do not affect the investment plan [8][9] Changes in Fund Usage - Any changes in the intended use of funds require board approval and must be disclosed to shareholders [11][12] - The company must provide detailed plans for any surplus funds exceeding the planned amount, which should be used for ongoing or new projects [10] Fund Management and Supervision - The finance department is responsible for maintaining a detailed record of fund usage, and internal audits must occur quarterly [14] - The board must regularly review the management and usage of funds, providing a special report to the stock exchange [15][16] Compliance and Accountability - The company and its stakeholders are obligated to ensure the safe and compliant use of raised funds, with penalties for violations [17][18] - The document will take effect upon approval by the shareholders' meeting [18]

General Principles - The rules are established to standardize the behavior of Hangzhou Jinghua Microelectronics Co., Ltd. and to clarify the responsibilities and powers of the shareholders' meeting, ensuring the protection of the company's interests and shareholders' legal rights [1][2] - The company must strictly follow laws, regulations, and its articles of association when convening shareholders' meetings, ensuring shareholders can exercise their rights [1][3] Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body and has the power to elect and replace directors, approve reports, decide on profit distribution, and make resolutions on capital changes, bond issuance, mergers, and other significant matters [1][2][3] - The shareholders' meeting can also approve related party transactions exceeding 1% of the company's audited total assets or market value, and significant asset purchases or sales exceeding 30% of the company's audited total assets [1][2][3] Types of Meetings - The shareholders' meeting is divided into annual and temporary meetings, with the annual meeting held within six months after the end of the previous fiscal year [2][3] - Temporary meetings must be convened within two months of certain events, such as insufficient directors or significant losses [2][3] Meeting Procedures - The board of directors is responsible for convening the shareholders' meeting and must respond to requests from independent directors or shareholders holding more than 10% of shares within specified timeframes [3][4] - Legal opinions must be obtained for the legality of the meeting's procedures and announcements [3][4] Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be submitted in writing [5][6] - Notifications for meetings must include details such as time, location, agenda, and the rights of shareholders to attend and vote [7][8] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [13][14] - Related party shareholders must abstain from voting on transactions that involve them [14][15] Meeting Records - The company must maintain accurate records of the meeting, including attendance, proposals, and voting results, which must be preserved for at least ten years [19][20] - Any resolutions that violate laws or regulations are considered invalid [20][21]

General Principles - The purpose of the work system is to improve the governance structure of Hangzhou Jinghua Microelectronics Co., Ltd. and to ensure the protection of shareholders' legal rights [2] - The Nomination Committee is a specialized committee under the Board of Directors, responsible for reporting its work to the Board [2] Composition of Members - The Nomination Committee consists of three directors, with independent directors making up the majority and serving as the convener [3] - Members must possess the necessary professional knowledge, experience, and good professional ethics to fulfill their responsibilities [3] - The term of the Nomination Committee members aligns with that of the directors, and they automatically lose their position if they resign or no longer meet the qualifications [3][4] Responsibilities and Authority - The Nomination Committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing candidates' qualifications [4] - The Committee makes recommendations to the Board regarding the nomination or dismissal of directors and the hiring or firing of senior management [4] Meeting Rules - Meetings are convened and chaired by the convener, and if the convener is unable to perform their duties, a member can be elected to take over [5] - Notifications for meetings must be sent at least three days in advance, but can be expedited in urgent situations [6] - A quorum requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [7] Documentation and Confidentiality - Meeting records must be kept for at least ten years, detailing the date, attendees, agenda, and voting results [7][8] - All attendees are bound by confidentiality regarding the matters discussed in the meetings [8] Implementation and Amendments - The work system becomes effective upon approval by the Board and is subject to revision as necessary [9]

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 使用部分暂时闲置募集资金进行现金管理的核查意见 由于募投项目建设需要一定的周期，根据募投项目建设进度，现阶段募集资 金在短期内存在部分闲置的情况。在不影响募投项目建设和公司正常经营的前提 下，公司将合理利用闲置募集资金进行现金管理，提高募集资金使用效率，保障 股东利益。 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐人"）作为杭 州晶华微电子股份有限公司（以下简称"晶华微"、"公司"或"发行人"）首次 公开发行股票并在科创板上市的保荐人，根据《证券发行上市保荐业务管理办法》 《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》《上海证券交易所科创板股票上市规则》等有关法律法规 和规范性文件的要求，就晶华微使用暂时闲置募集资金进行现金管理的事项进行 了审慎核查，并发表如下核查意见: 一、募集资金基本情况 经中国证券监督管理委员会《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）核准，公司首次公开发行 股票 1,664 万股，每股发行价格为人民币 62. ...