Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the board of directors' risk and audit committee, in accordance with the relevant laws and regulations [1][2] - The supervisory board will continue to perform its supervisory functions until the shareholders' meeting approves the abolition [2] - The company will revise its articles of association to enhance operational standards and align with the latest legal requirements, including the removal of references to the supervisory board [2][3] Group 2 - The company plans to amend several governance systems to improve its governance structure and protect the rights of shareholders and investors [2][6] - The proposed revisions include updates to the rules governing shareholder meetings, board meetings, independent director work, external guarantees, external investments, and related party transactions [6][7] - The revised governance documents will be disclosed on the Shanghai Stock Exchange website after approval by the shareholders' meeting [6][7]

General Principles - The rules aim to standardize the decision-making process of the board of directors of Weijie Chuangxin (Tianjin) Electronics Technology Co., Ltd. to enhance operational efficiency and scientific decision-making [1][2] - The board is responsible for the company's development goals and major operational activities, reporting to the shareholders' meeting [1][2] Composition and Powers of the Board - The board consists of 11 directors, including 4 independent directors, and is led by a chairman [2][3] - The board has the authority to convene shareholders' meetings, execute resolutions, decide on operational plans, and manage financial matters [2][3][4] - Specialized committees such as the Risk and Audit Committee, Strategic Committee, Nomination Committee, and Compensation and Assessment Committee are established under the board [2][3] Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [6][7] - Meeting notifications must be sent out in advance, and meetings require the presence of more than half of the directors to be valid [9][10] - Directors are encouraged to attend meetings in person, and if unable to do so, they must provide written opinions and delegate their voting rights [10][11] Decision-Making Process - Proposals must be discussed thoroughly before voting, and decisions require a majority vote from the attending directors [30][33] - Specific rules govern the voting process, including the need for independent directors' consent for certain proposals [28][30] - Directors must recuse themselves from voting on matters where they have a conflict of interest [34] Documentation and Record-Keeping - Meeting minutes must be recorded, detailing the date, attendees, agenda, and voting results [41][42] - Directors are required to sign off on meeting records and can provide written comments if they disagree with the minutes [42][43] Amendments and Compliance - The rules can be amended by the board and must be approved by the shareholders' meeting [47] - Any inconsistencies with laws or regulations will defer to the legal provisions [48]

Core Viewpoint - The external guarantee management system of Weijie Chuangxin (Tianjin) Electronic Technology Co., Ltd. aims to protect investors' interests, regulate the company's guarantee behavior, control asset operation risks, and promote healthy and stable development [1]. Group 1: General Principles - The system defines "external guarantees" as guarantees, mortgages, or pledges provided by the company on behalf of others, including guarantees for its controlling subsidiaries [1][2]. - The total amount of external guarantees includes guarantees provided by the company and its controlling subsidiaries [1]. - The company must adhere to principles of legality, prudence, mutual benefit, and safety in providing external guarantees [2]. Group 2: Approval Procedures - External guarantees must be approved by the board of directors or the shareholders' meeting [5]. - Guarantees exceeding 10% of the company's latest audited net assets require shareholders' meeting approval after board review [5]. - The board must ensure that any guarantee provided does not exceed 50% of the company's latest audited net assets [5]. Group 3: Risk Management - The company’s directors and senior management must carefully manage and control the debt risks arising from guarantees [2]. - The company must conduct thorough investigations into the financial and operational status of the entities seeking guarantees [3][4]. - The company must ensure that the guarantees provided are backed by sufficient collateral from the guarantors [2][4]. Group 4: Information Disclosure - The company is required to disclose information regarding external guarantees in accordance with the relevant regulations [12][13]. - Any external guarantee must be reported to the board and disclosed to the public if the guaranteed party fails to fulfill its debt obligations [13][14]. - The company must maintain confidentiality regarding guarantee information until it is publicly disclosed [12]. Group 5: Responsibilities of Related Parties - Any personnel involved in providing guarantees must adhere strictly to the established procedures and may face penalties for violations [14]. - The board of directors is responsible for investigating any potential violations of the guarantee procedures and must disclose the results [14][12]. - The company must establish a management system for the use of seals related to guarantee matters to prevent unauthorized use [14].

Core Points - Vanchip (Tianjin) Technology Co., Ltd. was established as a joint-stock company on April 30, 2015, with a registered capital of RMB 430,313,008 [2][4] - The company was approved for registration by the China Securities Regulatory Commission on March 1, 2022, and publicly issued 40.08 million shares, which were listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on April 12, 2022 [2][3] - The company's operational scope includes integrated circuit design consulting, research and development, testing, sales, and related technical services [4] Company Structure - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [3][11] - The general manager serves as the legal representative of the company, and the company is responsible for civil activities conducted in its name [3][4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [3][4] Share Issuance and Management - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [5][6] - The total number of shares issued is 430,313,008, all of which are ordinary shares [5][6] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions approved by the shareholders' meeting [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the company's articles of association [9][10] - Shareholders holding more than 3% of the shares for over 180 days can request to inspect the company's accounting books [10][11] - Shareholders are prohibited from abusing their rights to harm the company or other shareholders' interests [14][41] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [18][19] - The board of directors is responsible for convening shareholder meetings and must provide legal opinions on certain matters [21][22] - Shareholders can propose agenda items for meetings, and the company must notify them of the meeting details in advance [25][26] Audit and Compliance - The company is required to maintain transparency and comply with information disclosure obligations as mandated by laws and regulations [12][13] - The risk and audit committee has the authority to request legal action against directors or senior management for violations that harm the company [13][14] - The company must ensure that its operations remain independent and that its assets and finances are managed separately from those of its controlling shareholders [16][17]

General Principles - The company establishes rules for the shareholders' meeting to ensure lawful exercise of rights according to relevant laws and regulations [1][2] - The board of directors is responsible for organizing the shareholders' meeting diligently and on time [1][2] Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body, primarily exercising rights such as electing directors, approving reports, and deciding on profit distribution [1][2] - Specific powers include approving capital changes, bond issuance, mergers, and amendments to the company charter [1][2] Transaction Approval Criteria - Certain transactions must be approved by the shareholders' meeting if they meet specified thresholds, such as asset total exceeding 50% of the latest audited total assets [2][3] - Transactions involving financial assistance or guarantees also require shareholder approval under specific conditions [3][4] Meeting Types and Notifications - The company holds annual and temporary shareholders' meetings, with the annual meeting occurring within six months after the fiscal year-end [6][11] - Notifications for meetings must include detailed information about the agenda and proposals, ensuring transparency for shareholders [12][13] Voting and Decision-Making - Decisions at the shareholders' meeting can be ordinary or special resolutions, with different voting thresholds required for each type [22][23] - The company must ensure that all shareholders can participate in the voting process, including provisions for proxy voting [30][31] Record Keeping and Disclosure - The company is required to maintain accurate records of the shareholders' meetings, including attendance and voting results, for a minimum of ten years [67][68] - Resolutions passed at the shareholders' meeting must be disclosed promptly, detailing the voting outcomes and any changes to previous resolutions [69][70]

Core Points - The document outlines the fundraising management system of Weijie Chuangxin (Tianjin) Electronics Technology Co., Ltd, aiming to regulate the management and usage of raised funds to enhance efficiency [1][2] - The company must ensure the safety of raised funds and cannot change their intended use without proper procedures [3][4] - The management and usage of raised funds must comply with relevant laws and regulations, including the Securities Law and the Shanghai Stock Exchange rules [1][5] Fundraising Management - The company must establish a special account for managing raised funds, which should not be used for non-fundraising purposes [7][8] - A tripartite supervision agreement must be signed with the sponsor institution and the commercial bank where the funds are stored [11][12] - The company is required to conduct a verification of the raised funds by a qualified accounting firm upon receipt [10] Fund Usage - Funds must be used according to the planned investment projects as stated in the issuance application documents [12][13] - Any significant changes affecting the normal execution of the investment plan must be promptly disclosed [12][14] - The company is prohibited from using raised funds for financial investments or providing funds to related parties for improper benefits [14][15] Cash Management - Temporarily idle raised funds can be managed through safe financial products, ensuring they do not affect the normal investment plan [17][18] - Any temporary use of raised funds for working capital must be approved by the board and disclosed [20][21] Oversight and Reporting - The company must regularly disclose the actual usage of raised funds and any discrepancies in investment progress [34][35] - The sponsor institution is responsible for ongoing supervision and must report any irregularities to regulatory authorities [36][37] Changes in Fund Usage - Any changes in the intended use of raised funds require board approval and must be disclosed to shareholders [29][30] - The company must conduct feasibility analyses for new projects and ensure they align with the main business [31][32]

Core Viewpoint - The company establishes a comprehensive compensation management system for its board members and senior management to enhance work motivation and improve operational efficiency, adhering to relevant laws and regulations [1][5]. Compensation Management Principles - The compensation system follows principles of fairness, alignment of responsibilities and rights, long-term development, and a balance between incentives and constraints [1][2]. Compensation Management Structure - The Compensation and Assessment Committee of the board is responsible for evaluating and managing the compensation standards and plans for directors and senior management, as well as overseeing the execution of the compensation system [1][2]. Compensation Standards - Non-independent directors receive compensation based on their roles and performance, while independent directors receive an annual allowance of 80,000 RMB [2]. - Senior management compensation consists of a base salary and performance-based pay, calculated annually based on company performance and individual contributions [2][3]. Compensation Distribution - Base salaries are paid monthly, while performance-based pay is distributed after the annual assessment [3][4]. Compensation Adjustment Criteria - Compensation adjustments are based on industry salary trends, inflation rates, company performance, strategic developments, and individual role changes [4][5]. Special Compensation Provisions - The board may establish temporary rewards or penalties for specific circumstances as supplementary compensation for senior management [4].

Core Points - The document outlines the external investment management system of Weijie Chuangxin (Tianjin) Electronics Technology Co., Ltd, aiming to standardize investment behavior, enhance investment efficiency, and mitigate risks [2][3]. Group 1: General Principles - The external investment refers to various forms of investment activities aimed at obtaining future returns, including establishing companies, acquiring or selling equity, and securities investments [2]. - The investment should comply with national laws and regulations, align with the company's development strategy, and promote optimal resource allocation while controlling risks [2][3]. Group 2: Decision-Making and Procedures - The company implements a professional management and hierarchical approval system for external investments, with the shareholders' meeting, board of directors, and general manager as decision-making bodies [3][4]. - Investments meeting specific thresholds must be disclosed and approved by the board and shareholders, including cases where the total asset value exceeds 50% of the company's audited total assets or transaction amounts exceed 50% of the company's market value [3][5]. Group 3: Organizational Management - The board's strategic committee is responsible for coordinating and analyzing external investment projects, while the general manager oversees the implementation of these investments [6][12]. - The board office manages the entire investment process, including planning, monitoring, and reporting on the investment's progress [12][18]. Group 4: Implementation and Management - Once an investment project is established, the board office monitors the entire process, including construction progress and financial performance [18][19]. - The company must strictly control investment risks and is prohibited from using bank credit funds to enter the stock market directly or indirectly [20][21]. Group 5: Recovery and Transfer of Investments - The company can recover investments under specific circumstances, such as project completion or bankruptcy of the invested company [24][11]. - Investment transfers must comply with national laws and the company's internal regulations, following the same approval procedures as the initial investment [26].

Core Points - The implementation details of the cumulative voting system aim to enhance corporate governance and protect minority shareholders' rights [1][2] - The cumulative voting system allows shareholders to allocate their voting rights across multiple candidates, ensuring a more equitable election process [1][4] Chapter 1: General Principles - The cumulative voting system is defined as a voting method where each share held by a shareholder corresponds to the number of directors to be elected, allowing for concentrated voting on a single candidate or distributed among several [1][2] - The system is mandatory when a single shareholder or their concerted parties hold more than 30% of the shares or when electing two or more independent directors [2][3] Chapter 2: Nomination of Director Candidates - Director candidates must be proposed through a formal motion, and shareholders holding more than 1% of shares can nominate candidates [2][3] - Nominators must obtain consent from the candidates and provide detailed personal information for transparency [3][4] Chapter 3: Voting and Election of Directors - Each shareholder's voting power is calculated based on the number of shares multiplied by the number of directors to be elected, with specific rules for valid voting [4][5] - The voting process requires clear communication of the cumulative voting method and the responsibilities of the shareholders [5][6] - The election results are determined by the total votes received, with a requirement that the elected candidates must receive more than half of the total voting rights present [6][7] Chapter 4: Supplementary Provisions - Any matters not covered by these rules will follow national laws and regulations, and the board of directors is responsible for interpreting and modifying these rules as necessary [8]

唯捷创芯（天津）电子技术股份有限公司 独立董事工作制度 第二章 独立董事的任职条件 唯捷创芯（天津）电子技术股份有限公司 第一章 总则 第一条 为进一步完善唯捷创芯（天津）电子技术股份有限公司（下称"公 司"）的法人治理结构，规范独立董事行为，充分发挥独立董事在公司治理中的作 用，促进提高上市公司质量，根据《中华人民共和国公司法》（以下简称"《公司 法》"）、《上市公司独立董事管理办法》（以下简称"《管理办法》"）、《上 海证券交易所上市公司自律监管指引第 1 号——规范运作》（以下简称"《规范运 作》"）等法律、法规、规范性文件及《唯捷创芯（天津）电子技术股份有限公司 章程》（以下简称"《公司章程》"）的规定，制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及其主要 股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独立客 观判断关系的董事。 独立董事应当独立履行职责，不受公司及其主要股东、实际控制人等单位或个 人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照法律、行 政法规、中国证券监督管理委员会（以下简称"中国证监会"）规定、证券交易所 ...