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]

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].