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].

| 证券简称：敏芯股份 公告编号：2025-044 | 证券代码：688286 | | | | --- | --- | --- | --- | | 苏州敏芯微电子技术股份有限公司 | | | | | 项报告 | | | | | 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。 | | | | | 根据《上市公司募集资金监管规则》 | | | | | 《上海证券交易所科创板股票上市规则》 | | | | | 《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》等相关文件的规 | | | | | 2025 年半年度募集资金存放与使用情况专项说明如下： | 定，将本公司 | | | | 一、募集资金基本情况 | | | | | （一）实际募集资金金额和资金到账时间 | | | | | 中国证券监督管理委员会于 2023 年 11 月 7 日出具《关于同意苏州敏芯微电子 | | | | | 技术股份有限公司向特定对象发行股票注册的批复》（证监许可〔2023〕2504 号）， | ...

Core Viewpoint - The company intends to change its accounting firm from Tianjian to RSM China, citing the need for a more suitable audit partner for its business development and future audit requirements [1][4]. Group 1: Accounting Firm Change - The new accounting firm to be appointed is RSM China, while the previous firm was Tianjian [1]. - The change is based on regulations from the Ministry of Finance, State-owned Assets Supervision and Administration Commission, and the China Securities Regulatory Commission, as well as the company's internal selection system [4]. - Tianjian has no objections to the change, and the company has communicated thoroughly with both the outgoing and incoming firms [4][5]. Group 2: RSM China Overview - RSM China was established in 1981 and has 239 partners and 1,359 certified public accountants as of the end of the previous year [1][2]. - The firm reported total revenue of 2.614 billion yuan, with audit service revenue of 2.103 billion yuan and securities service revenue of 482 million yuan [1][2]. - RSM China has 297 clients and has not faced any civil liability in the last three years related to its professional conduct [2][3]. Group 3: Audit Committee and Board Approval - The audit committee has reviewed RSM China's professional competence, independence, and integrity, concluding that the firm is suitable for the company's audit needs [5]. - The board has approved the proposal to appoint RSM China for the 2025 financial audit and internal control audit, pending shareholder approval [5][6]. - The appointment will take effect upon approval from the shareholders' meeting [6].

Core Viewpoint - The company is committed to enhancing quality and efficiency while returning value to shareholders, as outlined in its action plans for 2024 and 2025, focusing on optimizing operations and governance to share development dividends with shareholders [1] Group 1: Business Performance - The company achieved total revenue of 30,398.73 million yuan, a year-on-year increase of 47.82% [2] - The net profit attributable to the parent company was 2,519.08 million yuan, with a net profit of 2,152.54 million yuan after deducting non-recurring gains and losses [2] - The comprehensive gross profit margin for the company's products was 31.64%, an increase of 10.21 percentage points year-on-year [5] Group 2: Product Development - The company focuses on MEMS sensors and has developed a diverse product structure, achieving significant growth in its pressure product line, which generated sales of 13,324.76 million yuan, up 67.05% year-on-year [2] - The inertial sensor product line saw sales revenue of 1,975.6 million yuan, a substantial increase of 98.82% compared to the previous year [3] - The company is expanding its product offerings to include high signal-to-noise ratio acoustic sensors and other innovative products to meet emerging market demands [6] Group 3: Research and Development - The company invested 3,863.03 million yuan in R&D, with 179 R&D personnel, accounting for 33.52% of the total workforce [5][7] - The company holds 162 domestic and international invention patents and 336 utility model patents, with 287 invention patents and 419 utility model patents pending [7] - The company emphasizes continuous innovation and has made significant progress in developing next-generation products, including MEMS gyroscopes and ASIC chips [6] Group 4: Financial Management - The company has implemented cost management strategies to improve profitability, including enhancing supplier management and reducing production costs [8] - The comprehensive gross profit margin reached 36.16% in the second quarter, marking a significant increase compared to previous years [5] Group 5: Corporate Governance - The company has established a governance structure that includes a shareholders' meeting, board of directors, supervisory board, and management team, ensuring clear responsibilities and coordination [9] - The company actively engages in training for key personnel to enhance their understanding of legal regulations and improve governance standards [9] Group 6: Investor Relations - The company prioritizes information disclosure and maintains open communication with investors through various channels, including investor hotlines and meetings [10] - The company has conducted over 20 investor engagement activities and has a 100% response rate to inquiries on the Shanghai Stock Exchange's interactive platform [10] Group 7: Share Buyback and Management Incentives - The company has initiated a share buyback program, repurchasing 425,399 shares at an average price of 37.602 yuan per share, totaling approximately 15.996 million yuan [11] - The management team holds a significant stake in the company, aligning their interests with those of shareholders [12]

证券代码：688286 证券简称：敏芯股份 公告编号：2025-047 苏州敏芯微电子技术股份有限公司 关于计提资产减值准备的公告 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。 苏州敏芯微电子技术股份有限公司（以下简称"公司"）于 2025 年 8 月 28 日召开第四届董事会第八次会议、第四届监事会第七次会议，审议通过了《关于 现将相关情况公告如下： 一、计提资产减值准备情况概述 根据《企业会计准则》以及公司会计政策、会计估计的相关规定，为了真实、 准确地反映公司截至 2025 年 6 月 30 日的财务状况，本着谨慎性原则，公司对截 至 2025 年 6 月 30 日公司及下属子公司的资产进行了减值测试，对可能发生资产 减 值 损 失 的 相 关 资 产 计 提 减 值 准 备 。 2025 年 半 年 度 确 认 的 资 产 减 值 损 失 序号 项目 备注 金额（元） 应收账款及其他应收款坏 账损失 合 计 3,915,691.49 二、计提资产减值准备事项的具体说明 资产负债表日，公司按成本与可变现净值孰低计价 ...