Meeting Information - The second extraordinary general meeting of shareholders will be held on September 25, 2025 [1] - The meeting will utilize a combination of on-site and online voting methods [1] - The on-site meeting will take place at the company's conference room located in Suzhou, Jiangsu Province [1] Voting Procedures - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with specific time slots for trading platform voting [1][3] - The voting period for online voting is from 9:15 AM to 3:00 PM on the day of the meeting [1][3] - Shareholders must complete identity verification to vote on the internet [3] Agenda Items - The meeting will review a proposal to cancel the supervisory board, change the company's registered capital, and amend the company's articles of association [2] - The proposal has already been approved by the company's fourth board of directors and the supervisory board [2] Attendance Requirements - Shareholders registered with the China Securities Depository and Clearing Corporation Limited by the close of trading on September 18, 2025, are eligible to attend [4] - Shareholders can appoint proxies to attend the meeting, and the proxy does not need to be a shareholder [4] Registration Details - On-site registration will occur on September 24, 2025, with specific time slots for registration [5] - Required documents for registration include identification and proof of shareholding [5] Additional Information - The meeting is expected to last half a day, and attendees are responsible for their own travel and accommodation expenses [6] - Attendees should arrive at least 30 minutes early for check-in [6]

General Overview - Suzhou MEMSensing Microsystems Co., Ltd. is established as a joint-stock company based on the original Suzhou MEMSensing Microsystems Ltd. and registered with the Jiangsu Provincial Market Supervision Administration [2][3] - The company was registered with the China Securities Regulatory Commission on July 6, 2020, and publicly issued 13,300,000 shares of RMB ordinary stock, listing on the Shanghai Stock Exchange's Sci-Tech Innovation Board on August 10, 2020 [2][3] Company Structure and Governance - The registered capital of the company is RMB 56.023107 million [3] - The company is a permanent joint-stock company, with the board of directors elected to represent the company in executing its affairs [3] - The legal representative of the company is the director elected by the board, and the company bears civil liability for activities conducted by the legal representative [3] Business Objectives and Scope - The company's business objective is to become a global leader in MEMS solutions through continuous innovation and research, creating sustainable value for society, employees, and shareholders [4] - The registered business scope includes the development and design of micro-electromechanical systems (MEMS) sensors, integrated circuits, and new electronic components, as well as the production and sale of MEMS sensors [4] Share Structure - The company's shares are issued in the form of stocks, with all shares having equal rights [6] - The total number of shares issued at the establishment of the company is 35,000,000, with a par value of RMB 1 per share [6][7] - The company has issued a total of 56.023107 million shares, all of which are RMB ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends and other benefits proportional to their shareholdings, and they can request meetings, supervise company operations, and transfer their shares [12][13] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [40][41] Board of Directors and Management - The board of directors is responsible for the overall governance of the company, including the election and remuneration of directors, and the approval of significant transactions [46][47] - The company has established an audit committee to oversee financial practices and ensure compliance with regulations [18][19] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting [27][28] Financial Management - The company must adhere to financial accounting systems and undergo internal audits, with the appointment of external auditors subject to shareholder approval [7][8] - The company can increase capital through various methods, including issuing new shares and distributing bonuses to existing shareholders [23][24]

Core Points - The document outlines the external investment management system of Suzhou Minxin Microelectronics Technology Co., Ltd, aiming to enhance investment management, standardize investment behavior, and maximize the time value of funds [1][2][9] Group 1: Investment Principles and Decision-Making - The company's external investments must comply with national industrial policies, laws, and regulations, as well as align with the company's development strategy [2] - The decision-making bodies for investments include the shareholders' meeting, board of directors, and general manager's office, with specific thresholds for investment decisions requiring shareholder approval [6][8] - Investments exceeding certain thresholds, such as 50% of the latest audited total assets or 50% of annual audited net profit exceeding 500 million, must be submitted for shareholder review [7][8] Group 2: Investment Implementation and Management - The securities affairs and finance departments are responsible for evaluating the feasibility, risks, and returns of major investment projects, and must report any anomalies to the board [13][14] - The finance department manages the financial aspects of external investments, including funding and compliance with legal procedures [15][16] - Internal audits are conducted regularly to assess the financial status of investment projects, with reports submitted to the board [17] Group 3: Investment Transfer and Reporting - The company can recover or write off investments under specific circumstances, such as project completion or bankruptcy of the invested entity [28] - Investment transfers are permitted if projects diverge from the company's operational direction or show continuous losses [29] - The company must adhere to legal and regulatory requirements for information disclosure regarding external investments [31][32]

Core Points - The company establishes a financial assistance management system to regulate its financial assistance behavior and mitigate financial risks [1] - The system outlines the types of financial assistance that can be provided, including loans, expense coverage, and asset usage rights [1][2] - The company emphasizes the protection of shareholders' rights and the principles of equality, voluntariness, and fairness in providing financial assistance [2] Section Summaries General Principles - The financial assistance refers to monetary or asset-based support provided to external entities, including loans and asset usage rights [1] - The company must comply with relevant regulations and ensure prudent financial assistance practices [1][2] Approval Authority and Procedures - Financial assistance transactions require approval from a majority of the board of directors and must be disclosed promptly [2][3] - Specific conditions necessitate further approval from the shareholders' meeting, such as when the assistance exceeds 10% of the company's audited net assets [2][3] Information Disclosure - The company must disclose financial assistance matters in accordance with regulatory requirements [5] - Timely disclosure is required if the recipient fails to repay or faces financial difficulties [5] Responsibilities and Division of Labor - The finance and securities departments are responsible for risk assessments of potential recipients before providing assistance [6] - The board secretary is tasked with ensuring compliance with information disclosure obligations [6] Penalties - Violations of the financial assistance regulations may lead to economic liability for responsible personnel, and severe cases may be referred to judicial authorities [6] Supplementary Provisions - The financial assistance management system must align with existing laws and regulations, and the board is responsible for its revision and interpretation [8]

Core Viewpoint - The document outlines the management measures for related party transactions of Suzhou Minxin Microelectronics Technology Co., Ltd, ensuring that such transactions are legal, fair, and reasonable, while protecting the rights of investors, especially minority shareholders [1][2]. Group 1: General Principles - The company aims to regulate related party transactions to ensure legality, fairness, and reasonableness, while maintaining the independence of the company [1][2]. - Related party transactions must not conceal relationships or evade disclosure obligations [1][2]. Group 2: Definition of Related Parties and Transactions - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or have close familial relationships with significant shareholders [2][3]. - Related transactions encompass various activities such as asset purchases, investments, and guarantees, which may lead to resource or obligation transfers [3][4]. Group 3: Daily Management and Reporting - The company's securities department is responsible for maintaining a list of related parties and reporting any changes to the board [5][6]. - The finance department monitors transaction amounts and ensures compliance with disclosure obligations [6][7]. Group 4: Pricing Principles for Related Transactions - Related transactions must be documented with clear pricing policies, ensuring fairness based on market prices or reasonable costs [7][8]. - If pricing cannot be determined by standard methods, the company must disclose the pricing principles and justify their fairness [7][8]. Group 5: Review Procedures and Disclosure - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed promptly [8][9]. - Transactions involving guarantees must also follow strict approval processes and provide necessary disclosures [9][10]. Group 6: Exemptions and Special Provisions - Certain transactions, such as cash subscriptions for public offerings, may be exempt from standard review and disclosure processes [10][11]. - Daily related transactions can be estimated annually, with adjustments made for amounts exceeding initial estimates [12][13]. Group 7: Financial Interactions with Related Parties - The company must adhere to strict procedures when engaging in financial transactions with controlling shareholders and their affiliates [14][15]. - Direct or indirect funding to controlling shareholders or related parties is prohibited under specific conditions [15][16]. Group 8: Final Provisions - The management measures will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [17].

Core Points - The company has established a fundraising management system to enhance the efficiency of fundraising and ensure compliance with relevant laws and regulations [1][2][3] - The funds raised must be used specifically for designated purposes, primarily in the field of technological innovation, to enhance the company's competitiveness and innovation capabilities [2][6] - The board of directors is responsible for monitoring the management and usage of the raised funds to prevent investment risks and ensure the safety of the funds [3][4] Fundraising Management - The company must store the raised funds in a dedicated account approved by the board, and these funds cannot be used for other purposes [3][7] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank where the funds are stored within one month of the funds being received [3][8] - The company must disclose any changes in the feasibility or expected returns of fundraising projects promptly [5][9] Fund Usage - The raised funds should primarily be used for the main business and technological innovation, and the company is prohibited from using these funds for financial investments or providing them to related parties [6][10] - If the company plans to replace self-raised funds with raised funds, this must be done within six months after the funds are deposited into the dedicated account [7][11] - The company can manage temporarily idle funds through cash management, ensuring that it does not affect the normal progress of investment plans [8][12] Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders, especially if it involves new projects or significant changes in existing projects [12][13] - The company must conduct a feasibility analysis for new investment projects to ensure they enhance competitiveness and innovation capabilities [12][20] Oversight and Reporting - The company must provide accurate and complete disclosures regarding the actual use of raised funds and any significant deviations from the investment plan [23][24] - The underwriter or independent financial advisor is responsible for ongoing supervision and must conduct regular checks on the management and usage of the funds [14][15]

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]