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]

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]

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 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].