苏州东微半导体股份有限公司 2025 年第一次临时股东会会议资料 证券代码：688261 证券简称：东微半导 苏州东微半导体股份有限公司 2025 年第一次临时股东会会议资料 2025 年 8 月 苏州东微半导体股份有限公司 2025 年第一次临时股东会会议资料 目 录 | 2025 | 年第一次临时股东会会议须知 | 3 | | --- | --- | --- | | 2025 | 年第一次临时股东会会议议程 | 5 | | 2025 | 年第一次临时股东会会议议案 | 7 | | | 议案一：关于取消监事会、调整董事会人数、修订《公司章程》并办理工商变更登记的 | | | | 议案 7 | | | | 议案二：关于制定、修订部分治理制度的议案 | 9 | | | 议案三：关于《公司 2025 年限制性股票激励计划（草案）》及其摘要的议案 10 | | | | 议案四：关于《公司 2025 年限制性股票激励计划实施考核管理办法》的议案 12 | | | | 议案五：关于提请股东会授权董事会办理公司限制性股票激励计划相关事项的议案 | 13 | | | 议案六：关于变更会计师事务所的议案 | 16 | 苏州东 ...

苏州东微半导体股份有限公司（以下简称"公司"）于 2025 年 7 月 15 日召 开了第二届董事会第十二次会议及第二届监事会第十二次会议，审议通过了《关 于<公司 2025 年限制性股票激励计划（草案）>及其摘要的议案》等相关议案。 根据《上市公司股权激励管理办法》（以下简称"《管理办法》"）的相关规定，公 司对 2025 年限制性股票激励计划首次授予激励对象名单在公司内部进行了公示。 公司董事会薪酬与考核委员会（以下简称"薪酬与考核委员会"）结合公示情况 对拟首次授予激励对象进行了核查，相关公示情况及核查情况如下： 一、 公示情况及核查方式 1、公示情况 证券代码：688261 证券简称：东微半导 公告编号：2025-032 苏州东微半导体股份有限公司 董事会薪酬与考核委员会关于公司 2025 年限制性股票激励 计划首次授予激励对象名单的公示情况说明及核查意见 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 （2）最近 12 个月内被中国证监会及其派出机构认定为不适当人选； 公司于 2025 年 7 月 17 日在上海 ...

证券代码：688261 证券简称：东微半导 公告编号：2025-033 苏州东微半导体股份有限公司 监事会关于公司 2025 年限制性股票激励计划首次授予激励 对象名单的公示情况说明及核查意见 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 苏州东微半导体股份有限公司（以下简称"公司"）于 2025 年 7 月 15 日召 开了第二届董事会第十二次会议及第二届监事会第十二次会议，审议通过了《关 于<公司 2025 年限制性股票激励计划（草案）>及其摘要的议案》等相关议案。 根据《上市公司股权激励管理办法》（以下简称"《管理办法》"）的相关规定，公 司对 2025 年限制性股票激励计划首次授予激励对象名单在公司内部进行了公示。 公司监事会结合公示情况对拟首次授予激励对象进行了核查，相关公示情况及核 查情况如下： 一、 公示情况及核查方式 1、公示情况 公司于 2025 年 7 月 17 日在上海证券交易所网站（www.sse.com.cn）上披露 了《苏州东微半导体股份有限公司 2025 年限制性股票激励计划（草案）》（以下 ...

Group 1 - The A-share semiconductor sector showed strong performance in the afternoon, with notable gains in several companies [1] - Saiwei Microelectronics surged over 8%, while Hengxuan Technology increased by more than 7% [1] - Other companies such as Cambricon and Qipai Technology rose over 6%, with Dongwei Semiconductor and Xindao Technology also experiencing gains [1]

Core Viewpoint - The power semiconductor industry is undergoing a significant adjustment phase due to global economic fluctuations, geopolitical conflicts, and accelerated technological iterations, leading to a complex landscape of opportunities and challenges for companies [1]. Group 1: Revenue and Profit Analysis - In 2024, most companies in the power semiconductor industry experienced revenue growth, but net profit showed significant divergence [2]. - Notable revenue figures include: - Silan Micro: 11.22 billion yuan, up 20.14% - Jiejie Microelectronics: 2.845 billion yuan, up 35.05% - New Clean Energy: 1.828 billion yuan, up 23.83% - Yangjie Technology: 6.033 billion yuan, up 11.53% - Huazhong Micro: 10.119 billion yuan, up 2.20% - Stada Semiconductor: 3.391 billion yuan, down 7.44% - Dongwei Semiconductor: 1.003 billion yuan, up 3.12% - Hongwei Technology: 1.331 billion yuan, down 11.52% [3]. - In terms of net profit: - Jiejie Microelectronics saw a dramatic increase of 115.87% - New Clean Energy and Yangjie Technology also reported growth - Silan Micro turned a profit of 220 million yuan - Huazhong Micro, Stada Semiconductor, Dongwei Semiconductor, and Hongwei Technology experienced varying degrees of decline [4]. Group 2: Market Dynamics and Competitive Landscape - The global power semiconductor market is projected to reach $46.8 billion in 2024, reflecting an 8% year-on-year decline, indicating limited growth in market demand [6]. - Companies are facing pressures from both supply-demand adjustments and intensified price competition, with Huazhong Micro noting significant impacts on profit metrics due to increased R&D investments and competitive pricing [7]. - Macro uncertainties and price competition are directly affecting company performance, with Hongwei Technology and Stada Semiconductor reporting declines in both revenue and net profit [8]. Group 3: Strategic Responses and Future Outlook - Some companies are achieving growth through "dislocated competition" by expanding into new application areas and optimizing product structures, such as Jiejie Microelectronics and New Clean Energy [9]. - The industry is characterized by a "dislocated growth" phenomenon, where some companies leverage technological advancements to capture high-end markets, while others struggle with price competition due to product homogeneity [10]. - To achieve coordinated growth in revenue and net profit, companies should focus on three strategies: 1. Increase R&D investments to innovate and create high-value products 2. Expand market boundaries by exploring both traditional and emerging markets 3. Strengthen internal cost control and optimize supply chain management to enhance overall profitability [12].

Group 1 - The company, Suzhou Dongwei Semiconductor Co., Ltd., will hold its first extraordinary shareholders' meeting of 2025 on August 1, 2025, at 14:00 [1][2] - The voting method for the meeting will combine on-site voting and online voting through the Shanghai Stock Exchange's network voting system [1][2] - Shareholders must register for the meeting by July 31, 2025, and can appoint proxies to attend and vote on their behalf [4][5] Group 2 - The agenda for the meeting includes non-cumulative voting proposals that have been approved by the company's board and supervisory board [2][3] - Shareholders eligible to attend the meeting are those registered with the China Securities Depository and Clearing Corporation Limited as of the close of trading on July 29, 2025 [4] - The meeting is expected to last no more than half a day, and attendees will be responsible for their own travel and accommodation expenses [5][6]

Group 1 - The company has decided to abolish the supervisory board and adjust the number of board members from 9 to 8 to enhance operational efficiency and governance structure [2][3] - The supervisory board's powers will be transferred to the audit committee of the board, and related internal regulations will be abolished [2] - The company aims to revise its articles of association to align with the latest regulations and improve its governance structure [3] Group 2 - The company will amend specific clauses in its articles of association to better protect the rights of shareholders and creditors [3][4] - The registered capital of the company is reported to be RMB 12,253.1446 million [4] - The company will ensure that all shares issued have equal rights and obligations, adhering to principles of fairness and transparency [5][6]

Core Points - The document outlines the information disclosure management system of Suzhou Dongwei Semiconductor Co., Ltd, emphasizing the importance of accurate, timely, and fair disclosure to protect investors' rights and interests [2][3][4] Group 1: Purpose of Information Disclosure - The purpose of information disclosure is to provide truthful, accurate, complete, timely, and fair information regarding the company's operations and significant events [3][4] - Information disclosed must be based on objective facts and should not contain false records or misleading statements [3][4] - All investors should have equal access to significant information, ensuring no private disclosures to specific individuals [3][4][5] Group 2: Responsibilities and Management - The board of directors is responsible for leading and managing information disclosure, with the chairman as the primary responsible person [6][7] - The board secretary and general manager are directly responsible for information disclosure, ensuring that all disclosed information is accurate and complete [7][8] - Subsidiary heads must promptly inform the board secretary of significant operational matters [8] Group 3: Disclosure Content and Standards - The company must disclose periodic reports (annual, semi-annual, quarterly) and temporary reports, including significant events and decisions [9][10] - Major matters requiring disclosure include significant changes in business strategy, major investments, and any legal issues involving the company [9][10][11] - Transactions exceeding certain thresholds must be disclosed, including those involving assets or profits that significantly impact the company's financials [10][11] Group 4: Disclosure Procedures - The procedures for preparing and disclosing periodic reports involve multiple steps, including drafting, reviewing, and obtaining board approval before submission to the stock exchange [12][13] - All disclosures must be made through designated media and must comply with regulatory requirements [14][15] Group 5: Confidentiality and Compliance - The company implements strict confidentiality measures to protect undisclosed information, with all personnel having access to such information bound by confidentiality obligations [20][21] - Any leaks or abnormal trading activities must be reported immediately, and the company must take corrective actions [20][21] Group 6: Accountability - Individuals responsible for information disclosure may face penalties for negligence leading to disclosure violations, with consequences ranging from warnings to termination [21]

Core Points - The document outlines the management system for the shares held by directors and senior management of Suzhou Dongwei Semiconductor Co., Ltd, aiming to regulate the trading and changes of these shares in accordance with relevant laws and regulations [1][2][3] Summary by Sections General Principles - The management system is established to standardize the procedures for the shares held by directors and senior management, based on the Company Law and Securities Law of the People's Republic of China [1][2] - The system applies to all shares registered under the names of directors and senior management, including those held in others' accounts and credit accounts for margin trading [2] Management of Share Changes - Directors and senior management must be aware of laws prohibiting insider trading, market manipulation, and short-term trading before buying or selling company shares [3] - They are required to notify the company board secretary in writing about their trading plans, who will then verify the status of information disclosure and significant events [3] Restrictions on Share Transfer - There are specific conditions under which shares cannot be transferred, including within one year of the company's stock listing and within six months after leaving the company [3][4] - The maximum amount of shares that can be transferred annually is limited to 25% of the total shares held, with exceptions for certain circumstances [4] Reporting and Disclosure Requirements - Directors and senior management must report their share transfer plans to the Shanghai Stock Exchange 15 trading days before selling, including details such as the number of shares and the reason for the sale [5] - Any changes in shareholding must be reported within two trading days, including the number of shares before and after the change [7][12] Trading Blackout Periods - There are specific blackout periods during which directors and senior management are prohibited from trading company shares, such as before the announcement of annual and semi-annual reports [8] Legal Compliance and Responsibilities - Any violations of the Securities Law regarding share trading will result in the company reclaiming any profits made from such trades [14] - The company board secretary is responsible for managing the data and information related to the shares held by directors and senior management [18]

General Principles - The rules are established to regulate the behavior of Suzhou Dongwei Semiconductor Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law and relevant regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][2] Types of Shareholder Meetings - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [1] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [1] Legal Opinions and Procedures - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2] - The board of directors is responsible for convening meetings within the stipulated time frames [2][3] Rights of Shareholders - Shareholders holding 10% or more of the company's shares can request a temporary meeting, and the board must respond within ten days [3][4] - Independent directors can also propose temporary meetings, requiring a majority agreement from the independent directors [4] Notification and Proposals - Shareholder meeting notifications must be sent out 20 days prior for annual meetings and 15 days for temporary meetings, including all proposal details [6][7] - Proposals must be within the scope of the shareholder meeting's authority and comply with legal requirements [12] Voting and Decision-Making - Shareholders can vote in person or by proxy, and each share carries one vote [19] - Decisions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [14][15] Meeting Records and Announcements - Meeting records must be maintained for at least ten years, detailing the meeting's proceedings, attendance, and voting results [41][42] - Resolutions must be announced promptly, including details of attendance and voting outcomes [39][40] Compliance and Legal Recourse - Shareholders can request the court to annul resolutions that violate laws or regulations within 60 days of the decision [18] - The company must comply with court rulings and fulfill disclosure obligations regarding any legal disputes [18]