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]

关于杭州晶华微电子股份有限公司 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 核查意见 国泰海通证券股份有限公司（以下简称"国泰海通证券"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 并上市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》等有关规定，对公司募投 项目延期、终止以及增加实施内容、实施主体、实施地点事项进行了核查，具体 情况如下： 一、募集资金基本情况 根据中国证券监督管理委员会出具的《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），公司首次向社会公 开发行人民币普通股1,664万股，每股发行价格为人民币62.98元，募集资金总额 为1,047,987,200.00元；减除发行费用127,450,183.35元后，募集资金净额为 920,537,016.65元。上述募集资金已全部到位，经天健会计师事务所（特殊普通 合伙）审验并于2022年7月26日 ...

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. ...

杭州晶华微电子股份有限公司 会计师事务所选聘管理制度 杭州晶华微电子股份有限公司 会计师事务所选聘管理制度 第一章 总则 第一条 为进一步规范杭州晶华微电子股份有限公司（以下简称"公司"） 的选聘（含续聘、改聘，下同）会计师事务所的行为，切实维护股东利益，提高 审计工作和财务信息的质量，依据《中华人民共和国公司法》《国有企业、上市 公司选聘会计师事务所管理办法》《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 件和《杭州晶华微电子股份有限公司章程》（以下简称"《公司章程》"）等有 关规定，结合公司实际情况，制定本制度。 第二条 本制度所称选聘会计师事务所，是指根据相关法律法规要求，选聘 会计师事务所对财务会计报告发表审计意见、出具审计报告的行为。公司选聘会 计师事务所从事除财务会计报告审计之外的其他法定审计业务的，视重要程度可 比照本制度执行。 第三条 公司选聘会计师事务所应当由董事会审计委员会（以下简称"审计 委员会"）审议同意后，提交董事会审议，并由股东会决定。董事会不得在股东 会决定前委任会计师事务所。 第四条 公司控股股东、实际控制 ...

杭州晶华微电子股份有限公司 投资者关系管理制度 杭州晶华微电子股份有限公司 投资者关系管理制度 第一条 为完善杭州晶华微电子股份有限公司（以下简称"公司"）治理结 构，规范公司投资者关系管理工作，加强公司与投资者和潜在投资者（以下统称 "投资者"）之间的信息沟通，切实保护投资者特别是广大社会公众投资者的合 法权益，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》）、《上市公司投资者关系管理工作指引》、 《上海证券交易所科创板股票上市规则》（以下简称《上市规则》）等法律、法 规、规范性文件及《杭州晶华微电子股份有限公司章程》（以下简称《公司章程》） 的有关规定，结合公司实际情况，制定本制度。 第二条 投资者关系管理工作是指公司通过便利股东权利行使、信息披露、 互动交流和诉求处理等工作，加强与投资者及潜在投资者之间的沟通，增进投资 者对公司的了解和认同，提升公司治理水平和企业整体价值，以实现公司整体利 益最大化和尊重投资者、回报投资者、保护投资者目的的相关活动。 第三条 投资者关系管理工作应严格遵守《公司法》《证券法》等有关法律、 法规及证券监管部门、上海证券交易 ...