Core Points - The article outlines the external guarantee management system of Suzhou Minxin Microelectronics Technology Co., Ltd, aiming to standardize external guarantee behavior, prevent risks, and protect investor rights [1][12] - The system is based on relevant laws and regulations, including the Company Law and the Civil Code of the People's Republic of China [1] Group 1: General Provisions - The external guarantee refers to the guarantees provided by the company for others, including guarantees for its subsidiaries [1][2] - External guarantees are subject to unified management, requiring approval from the board of directors or shareholders' meeting [1][3] Group 2: Guarantee Objects - The company can provide guarantees only for independent legal entities that meet specific conditions, such as having a significant business relationship with the company [2][6] - Guarantees are limited to domestic bank loans and commercial acceptance bills [2][8] Group 3: Application and Review - The finance department and securities affairs department are responsible for the external guarantee application process [3][10] - The applicant must submit a guarantee application at least 15 working days in advance, including details about the debtor and the guarantee [3][4] Group 4: Approval Authority and Procedures - Guarantees exceeding certain thresholds, such as total guarantees exceeding 30% of the latest audited total assets, require shareholder approval [5][16] - The board of directors must review and approve guarantees before they are submitted to the shareholders' meeting [5][16] Group 5: Contract Review and Signing - Written guarantee contracts must be established, and the finance department must review the contract terms [7][24] - The chairman or authorized person represents the company in signing guarantee contracts [7][26] Group 6: Daily Risk Management - The finance department must monitor the financial status of the guaranteed party and report any anomalies [8][30] - Measures must be taken to ensure the guaranteed party meets repayment obligations [8][32] Group 7: Responsibilities of Personnel - All directors must strictly review financing and external guarantee matters according to the system and relevant laws [10][36] - Management personnel who exceed their authority in approving contracts may be held legally responsible for any resulting losses [10][37]

Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Suzhou Minxin Microelectronics Technology Co., Ltd, ensuring that all shareholders can fully exercise their rights in electing directors and protecting the interests of minority shareholders [1][2] Group 1: General Principles - The cumulative voting system allows shareholders to have voting rights equal to the number of directors to be elected, enabling them to concentrate their votes on one candidate or distribute them among multiple candidates [1][2] - The implementation details are based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange's rules [1][2] Group 2: Nomination of Directors - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for non-independent directors, while independent director candidates must comply with specific regulations [2][3] - Nominators must obtain consent from the nominees and ensure that all relevant information about the nominees is disclosed to shareholders before the voting [2][3] Group 3: Voting Principles - The voting process for electing directors must be clearly communicated to shareholders, and appropriate ballots for cumulative voting must be prepared [3][4] - Independent and non-independent directors will be elected through separate voting processes to ensure compliance with the company's articles of association [4] Group 4: Election Principles - Directors are elected based on the total votes received, with a requirement that the votes exceed half of the total voting rights held by attending shareholders [5] - In case of a tie in votes among candidates, specific procedures will be followed to resolve the situation, including re-elections if necessary [5] Group 5: Special Procedures - The company must clearly state the use of the cumulative voting system in the notice for the shareholders' meeting [6][7] - Shareholders can vote in person or authorize others to vote on their behalf, and online voting systems may also be utilized [6][7]

Core Points - The document outlines the regulations for the behavior of the controlling shareholders and actual controllers of Suzhou Minxin Microelectronics Technology Co., Ltd, aiming to enhance corporate governance and compliance with relevant laws and regulations [1][2][3] Group 1: Definition and Scope - The term "controlling shareholder" refers to a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder meetings despite holding less than 50% [1] - The "actual controller" is defined as a natural person, legal entity, or organization that can control the company's actions through investment relationships or agreements, even if they are not a shareholder [1][2] Group 2: Principles of Conduct - Controlling shareholders and actual controllers must adhere to the principles of honesty and integrity, exercising their rights in a regulated manner and fulfilling commitments to protect the interests of the company and all shareholders [2][3] - They are prohibited from abusing their rights or harming the interests of the company and other shareholders through related transactions, profit distribution, asset restructuring, or external investments [2][3] Group 3: Company Independence - Controlling shareholders and actual controllers must maintain the company's independence, ensuring the integrity of assets, personnel, finances, institutions, and business operations [3][4] - They should not influence the company's asset integrity through shared production systems, business frameworks, or unfair use of company assets [4][5] Group 4: Information Disclosure - Controlling shareholders and actual controllers are required to fulfill information disclosure obligations, ensuring that disclosed information is truthful, accurate, complete, timely, and fair [6][7] - They must notify the company of significant events that could impact the company's securities trading prices, such as changes in control or major asset restructuring [7][8] Group 5: Share Trading and Control Transfer - When trading company shares, controlling shareholders and actual controllers must comply with relevant laws and regulations, ensuring fair information disclosure and avoiding insider trading [9][10] - They are restricted from reducing their shareholdings under certain conditions, such as during investigations for securities violations or when the company is facing significant legal issues [10][11] Group 6: Other Provisions - Controlling shareholders and actual controllers must consider the impact of their proposals on the company and other shareholders' interests [12][13] - They are responsible for ensuring that commitments made are effectively implemented and must provide guarantees for commitments with significant performance risks [12][13]

Core Points - The article outlines the selection system for accounting firms at Suzhou Minxin Microelectronics Technology Co., Ltd, aiming to standardize the process and protect shareholder interests [1][2] - The selection process requires approval from the audit committee, board of directors, and shareholders, ensuring independence from controlling shareholders [1][6] Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The company must not appoint an accounting firm before shareholder approval [1][6] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent qualifications and meet specific criteria set by regulatory authorities [2] - Firms must have a good record of compliance with financial auditing laws and regulations, with no criminal penalties in the last three years [2][4] Group 3: Selection Procedures - The audit committee is responsible for proposing the selection of accounting firms and overseeing the audit process [3][6] - The selection process must be competitive and transparent, utilizing methods such as public tenders and competitive negotiations [3][4] Group 4: Evaluation Standards - Evaluation criteria for accounting firms include audit fees, qualifications, and quality management levels, with a minimum weight of 40% for quality management [4][5] - The average audit fee of all compliant firms serves as the benchmark for scoring [5] Group 5: Contracting and Reporting - After shareholder approval, the company must sign an audit service agreement with the selected accounting firm [6][8] - The company is required to disclose information about the accounting firm, including service duration and audit fees, in annual reports [9][10] Group 6: Termination and Reappointment Procedures - The company must notify the accounting firm 10 days in advance before termination or non-renewal of the contract [21] - The audit committee must evaluate the performance of the accounting firm before reappointment [17][18] Group 7: Information Security and Compliance - The company must ensure information security and comply with relevant laws during the selection process [10][29] - The audit committee should remain vigilant regarding any significant changes in the accounting firm or its practices [30][31]

Core Viewpoint - The company has established a management system to prevent the controlling shareholder, actual controller, and related parties from occupying company funds, ensuring the protection of the company's and shareholders' legal rights [1][2]. Group 1: Definition and Scope - The management system applies to the company and its subsidiaries included in the consolidated financial statements [1]. - "Fund occupation" includes both operational and non-operational forms, such as funds occupied through related transactions and funds provided without proper compensation [2][3]. Group 2: Responsibilities and Prohibitions - The board of directors and senior management are legally obligated to maintain the safety of company funds, and controlling shareholders and actual controllers must not harm the company's interests through fund occupation [2][3]. - Specific prohibitions are outlined, including the company not providing funds for salaries, debts, or other expenses of the controlling shareholder or related parties [4][5]. Group 3: Preventive Measures - The company must conduct self-inspections regarding fund transactions and external guarantees with controlling shareholders and related parties, and rectify any violations promptly [11]. - The audit committee is responsible for guiding internal audits and ensuring that any fund occupation is disclosed immediately [6][7]. Group 4: Transaction Procedures - Payments related to transactions with controlling shareholders and related parties must adhere to established decision-making processes and financial discipline [8][9]. - The company must ensure that any related transactions are conducted transparently and in accordance with governance standards [8][9]. Group 5: Accountability and Enforcement - The board of directors is responsible for taking effective measures against any asset infringement by controlling shareholders and related parties, including legal actions if necessary [10][11]. - The company must establish a clear plan for recovering occupied funds and report to regulatory authorities as required [10][11].

苏州敏芯微电子技术股份有限公司 董事会议事规则 第一章 总 则 专门委员会成员全部由董事组成，其中审计委员会、提名委员会、薪酬与考 核委员会中独立董事应当过半数并担任召集人，审计委员会成员应当为不在上市 公司担任高级管理人员的董事，召集人应当为会计专业人士。 第二条 公司依法设立董事会。董事会是公司的经营决策机构，执行股东会 的决议，对股东会负责，依照《公司法》等法律、行政法规和《公司章程》的规 定行使职权。 第三条 本规则对公司全体董事具有约束力。 第二章 董事会的组成与职权 第四条 公司董事会由 7 名董事组成，其中独立董事 3 名，职工代表董事 1 名。董事会设董事长 1 名，董事长由董事会全体董事过半数选举产生。 第五条 董事可以由总经理或者其他高级管理人员兼任，但兼任总经理或者 其他高级管理人员职务的董事以及由职工代表担任的董事，总计不得超过公司董 事总数的 1/2。 第六条 董事会下设审计委员会、战略委员会、提名委员会、薪酬与考核委 员会。专门委员会对董事会负责，依照《公司章程》和董事会授权履行职责，专 门委员会的提案应当提交董事会审议决定。 第一条 为进一步规范苏州敏芯微电子技术股份有限公司（以 ...

Core Points - The article outlines the compensation management system for the board of directors and senior management of Suzhou Minxin Microelectronics Technology Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance work motivation and promote sustainable development of the company [1][2]. Summary by Sections General Principles - The compensation management system is designed to ensure 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 managing the compensation and assessment of directors and senior management, including setting compensation standards and evaluating performance [1][2]. Compensation Standards - Directors' compensation includes allowances for non-independent directors and fixed allowances for independent directors, with all related expenses covered by the company [2][3]. - Senior management compensation consists of a basic annual salary, annual performance bonuses linked to company performance, and other benefits such as social insurance and housing funds [2][3]. Compensation Distribution - Compensation for directors and senior management is distributed according to the company's internal compensation management system, with independent director allowances paid quarterly after shareholder approval [3][4]. Compensation Adjustment - The compensation system will be adjusted based on the company's operational status, considering factors such as industry salary growth, inflation, profitability, organizational structure changes, and specific positions [4][5].

Core Points - The document outlines the management system for subsidiaries of Suzhou Minxin Microelectronics Technology Co., Ltd, aiming to enhance operational efficiency and risk resistance while protecting investors' rights [2][3] - The system defines subsidiaries as entities where the company holds more than 50% of the shares or has significant influence over them [2] - The management system emphasizes compliance with laws and regulations, establishing a governance structure, and ensuring effective operational management [3][5] Group 1: General Principles - The purpose of the management system is to strengthen subsidiary management, establish control mechanisms, and improve overall operational efficiency [2][3] - Subsidiaries are required to operate independently while adhering to the company's overall strategic goals [2][3] Group 2: Operational Norms - Subsidiaries must establish governance structures, including shareholder meetings, boards of directors, and supervisory boards, as per legal requirements [3][4] - The company is responsible for appointing representatives to influence subsidiary operations and ensure compliance with legal and regulatory frameworks [3][4] Group 3: Financial Management - Subsidiaries must adhere to the company's unified financial management policies and accounting systems [7][8] - Financial reports must be submitted timely, and any external investments or financing must follow the company's approval procedures [7][8] Group 4: Information Disclosure - Subsidiaries are required to report significant changes in operations, capital adjustments, and other major events to the company's securities department [9][10] - The legal representative of the subsidiary is responsible for information management and must comply with the company's disclosure policies [9][10] Group 5: Internal Audit and Supervision - The company's internal audit department will conduct regular audits of subsidiaries to ensure compliance with laws and internal regulations [11][12] - Subsidiaries must cooperate with audits and implement approved audit recommendations [11][12] Group 6: Performance Assessment and Accountability - Subsidiaries can establish their performance assessment and reward systems, aligning with the company's overall policies [12][13] - The company reserves the right to impose penalties on subsidiary executives for failing to fulfill their responsibilities, which may result in financial losses [12][13]

Core Viewpoint - The nomination committee of Suzhou Minxin Microelectronics Technology Co., Ltd. has reviewed and approved the candidacy of Mr. Zhang Bin as a non-independent director for the fourth board of directors [1][2] Summary by Relevant Sections Candidate Review - Mr. Zhang Bin does not hold any shares in the company and has no relationships with the controlling shareholders, actual controllers, or shareholders holding more than 5% of the company's shares [1] - He meets all qualifications as per the Company Law and relevant regulations, including not being subject to any market entry bans by the China Securities Regulatory Commission (CSRC) [1] - There are no records of administrative penalties or public criticisms against him by the CSRC or stock exchanges, nor is he under investigation for any criminal or regulatory violations [1] Committee Decision - The nomination committee agrees to nominate Mr. Zhang Bin as a candidate for the non-independent director position and will submit this matter for the board's review [2]

Core Viewpoint - Suzhou Minxin Microelectronics Technology Co., Ltd. has announced the cancellation of its supervisory board, changes to its registered capital, and amendments to its articles of association, which will require approval from the shareholders' meeting for implementation [1][4]. Group 1: Cancellation of Supervisory Board - The company will no longer have a supervisory board or supervisors, with the audit committee of the board of directors assuming the powers previously held by the supervisory board [1][2]. - The existing rules related to the supervisory board will be abolished, and any references to the supervisory board in the company's regulations will no longer apply [1][2]. Group 2: Changes to Registered Capital - The company has approved the first exercise conditions for the stock options under the 2022 stock option incentive plan, with 27,441 options available for exercise, and 24,239 shares have been exercised, accounting for 88.33% of the total [2][3]. - Following the changes, the total number of shares will increase from 55,991,221 to 56,023,107, and the registered capital will rise from 55,991,221 yuan to 56,023,107 yuan [3]. Group 3: Amendments to Articles of Association - The articles of association will be revised in accordance with relevant laws and regulations, reflecting the cancellation of the supervisory board and the changes in registered capital [3][4]. - The amendments will primarily involve the removal of references to the supervisory board and adjustments to the terminology used, such as changing "shareholders' meeting" to "shareholders' assembly" [3][4]. Group 4: Governance System Revisions - The company has developed and revised several governance systems to enhance its governance structure and ensure compliance with legal requirements [5]. - These new and revised governance systems will be submitted for approval at the shareholders' meeting before they can take effect [5].