Core Points - The company has established an internal incentive and restraint mechanism to enhance the work enthusiasm and creativity of directors and senior management, aiming to improve asset management efficiency and management level [2] - The compensation for directors and senior management is based on the company's scale and performance, considering the responsibilities and objectives associated with their roles [2] Compensation Standards and Structure - Non-independent directors receive a director's allowance, which is paid regularly without additional salary [2] - Independent directors receive an independent director's allowance, which is approved by the board and shareholders, and they are reimbursed for reasonable expenses incurred while performing their duties [2] - Senior management compensation consists of a basic salary and performance-based pay, with the basic salary determined by factors such as position value, responsibility, capability, and market salary trends [2] - Performance pay is linked to the company's quarterly, semi-annual, or annual performance targets [2] Compensation Distribution and Adjustment - The Compensation and Assessment Committee organizes and implements annual performance assessments for senior management based on the board-approved annual business plan [2] - Taxes and social insurance fees are deducted from the basic salary and performance bonuses according to national regulations [2] - Compensation adjustments are based on industry salary growth, inflation levels, company profitability, organizational changes, and individual role changes [2]

General Principles - The company has established a management system for the shares held by its directors, senior management, and core technical personnel, in accordance with relevant laws and regulations, including the Securities Law and the Company Law [1][2][3] Share Change Management - This system applies to the shares held by the company's directors, senior management, and core technical personnel [3] - Senior management includes the general manager, deputy general managers, financial director, board secretary, and other personnel recognized as senior management in the company's articles of association [3] - Directors and senior management must be aware of laws prohibiting insider trading and market manipulation before trading the company's shares [3][4] - A written notice of trading plans must be submitted to the board secretary two trading days before the intended trading period [3][4] Transfer Restrictions - Shares held by directors and senior management cannot be transferred under certain conditions, including within one year of the company's stock listing and within six months after leaving the company [4][10] - Core technical personnel are also restricted from transferring shares for a specified period after the initial public offering [10][12] Reporting and Disclosure - The board secretary is responsible for managing the data and information regarding the shares held by directors, senior management, and core technical personnel [5] - The company must report the shareholding status of its directors and senior management to the Shanghai Stock Exchange five days before the initial public offering [9][12] - Any changes in shareholding must be reported within two trading days [7][12] Compliance and Legal Responsibility - Directors and senior management must ensure the accuracy and timeliness of their reported data and bear legal responsibility for any discrepancies [12] - The company must adhere to additional restrictions on share transfers as specified in its articles of association [12]

Core Points - The document outlines the rules and procedures for the board of directors of Guangdong Saiwei Microelectronics Co., Ltd, aiming to enhance governance and decision-making efficiency [3][39]. - It specifies the responsibilities of the chairman and the board office, including the process for convening meetings and handling proposals [2][3][4]. Group 1: Meeting Procedures - The chairman must convene a board meeting within 10 days of receiving a proposal [2]. - Regular meetings should be held at least twice a year, while special meetings can be called under specific circumstances, such as shareholder requests or regulatory requirements [3][4]. - Meeting notifications must be sent out in advance, with specific timelines for regular (10 days) and special meetings (5 days) [2][3]. Group 2: Proposal Handling - Proposals for meetings must be submitted in writing, detailing the proposer’s identity, reasons, and specific agenda items [3][5]. - The board office is responsible for collecting and forwarding proposals to the chairman, who can request clarifications if necessary [3][6]. Group 3: Voting and Decision-Making - A quorum requires the presence of more than half of the directors, and decisions must be approved by a majority [11][16]. - Directors must express their voting intentions clearly, with options for approval, disapproval, or abstention [12][29]. - In cases of conflict of interest, affected directors must abstain from voting [23][24]. Group 4: Documentation and Record-Keeping - Meeting records must include details such as attendees, agenda items, and voting results, and must be signed by the directors [37][39]. - The board office is responsible for maintaining meeting archives for at least 10 years [43][44].

Core Points - The article outlines the regulations and procedures for managing related party transactions at Guangdong Saiwei Microelectronics Co., Ltd, aiming to prevent the misuse of company funds by related parties [2][3] - The company establishes a long-term mechanism to protect the rights and interests of the company, shareholders, and other stakeholders [2][3] Group 1: Related Party Transactions Management - The company defines related parties and transactions according to the Shanghai Stock Exchange's rules and relevant accounting standards [2][3] - The company prohibits various forms of fund occupation by related parties, including operational and non-operational fund occupation [2][3] - The board of directors and senior management are responsible for maintaining the safety of company funds and must act diligently according to laws and company regulations [3][4] Group 2: Prevention Mechanisms - The company must maintain independence in assets, personnel, finance, and operations from related parties [3][4] - The finance department is tasked with daily prevention and self-inspection of fund occupation by related parties [3][4] - Internal audits will be conducted regularly to check for fund occupation and report findings to the audit committee [3][4] Group 3: Approval and Payment Procedures - Related party transactions must be approved by the board of directors, with significant transactions requiring shareholder approval [4][3] - The finance department must verify payment documents against company regulations before processing payments to related parties [4][3] - Any violations of these procedures by directors or senior management will result in administrative penalties and potential legal action [4][3]

Core Viewpoint - The document outlines the information disclosure management system of Guangdong Saiwei Microelectronics Co., Ltd., emphasizing the importance of timely, accurate, and complete information disclosure to protect investors' rights and interests. Group 1: General Principles - The information disclosure system is established to ensure compliance with relevant laws, regulations, and the company's articles of association [1][2] - Information disclosure is defined as the timely announcement of information that may significantly impact the trading price of the company's stock or investment decisions [1][2] - The system applies to various stakeholders, including the board of directors, senior management, and significant shareholders [1][2] Group 2: Basic Principles and General Regulations - Information disclosure is a continuous responsibility of the company, requiring adherence to laws and regulations [4][5] - The company must disclose all information that could materially affect stock trading prices or investment decisions, ensuring equal access for all investors [4][5] - Disclosure must be factual, clear, and devoid of promotional language, ensuring that it is understandable to the general public [4][5] Group 3: Disclosure Content - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, containing significant information that affects investor decisions [22][23] - Financial reports must be audited by qualified accounting firms, and any non-standard audit opinions must be disclosed alongside the financial reports [22][23] - The company must issue performance forecasts if it anticipates significant changes in its financial performance within specified timeframes [28][29] Group 4: Temporary Reports - The company must immediately disclose any major events that could significantly impact stock prices, including changes in laws or significant corporate actions [34][35] - If the company cannot disclose annual reports within the stipulated time, it must issue a performance brief [29][30] - The company must correct any discrepancies between performance forecasts and actual results promptly [31][32] Group 5: Management of Disclosure - The board of directors oversees the information disclosure process, with the board secretary responsible for coordinating disclosure activities [59][60] - The company must ensure that all relevant departments consult the board secretary before making significant decisions to maintain compliance with disclosure requirements [62][63] - Any errors or misleading information in previously disclosed information must be corrected promptly [66][67] Group 6: Legal Responsibilities - The company must refuse to comply with external reporting requests that lack legal basis [71][72] - Individuals responsible for information disclosure must be held accountable for any violations that result in significant negative impacts on the company [76][77] - The company must take corrective actions if it faces regulatory measures due to disclosure violations [78][79]

Core Viewpoint - The internal audit system of Guangdong Saiwei Microelectronics Co., Ltd. is established to enhance internal management and audit supervision, effectively identify and control risks, and protect the legitimate rights and interests of investors while ensuring the healthy development of the company's operations [1][2]. Group 1: Internal Audit Objectives and Responsibilities - The internal audit aims to ensure the legality and compliance of the company's operations, asset security, and the authenticity and completeness of financial reports, thereby improving operational efficiency and promoting the achievement of development strategies [2]. - The Board of Directors is responsible for establishing and effectively implementing the internal control system, which must be reviewed and approved by the Board [2][3]. - The Audit Department, under the guidance of the Audit Committee, independently conducts audits and reports directly to the Audit Committee [3][4]. Group 2: Audit Department Structure and Personnel - The Audit Department is equipped with dedicated audit personnel who possess necessary professional knowledge and skills in accounting and auditing [4][5]. - The head of the Audit Department is nominated by the Audit Committee and appointed by the Board, ensuring independence from the financial department [5][6]. - Internal auditors must adhere to professional ethics, including independence, objectivity, and confidentiality [6][7]. Group 3: Audit Procedures and Reporting - The Audit Department is required to submit internal audit reports to the Audit Committee after each annual and semi-annual period, highlighting any internal control deficiencies and the measures taken for improvement [5][8]. - Audits should cover all business activities related to financial reporting and information disclosure, including sales, procurement, inventory management, and more [6][7]. - The Audit Department must evaluate the effectiveness of internal controls at least annually and report findings to the Audit Committee [8][9]. Group 4: Specific Audit Focus Areas - The Audit Department focuses on significant external investments, asset purchases and sales, external guarantees, related transactions, and the use of raised funds, ensuring compliance with relevant regulations [9][10]. - Audits of external guarantees must assess the risk exposure and the integrity of the guaranteed parties [10][11]. - The Audit Department is responsible for evaluating the management of information disclosure, ensuring that the company adheres to established protocols and maintains confidentiality [11][12]. Group 5: Compliance and Accountability - The company must ensure that any internal control deficiencies identified during audits are addressed promptly, with follow-up reviews to monitor the implementation of corrective actions [12][13]. - The Audit Committee is tasked with issuing an annual self-evaluation report on the internal control system based on the Audit Department's findings [13][14]. - The company is required to disclose the internal control audit report alongside its annual report, ensuring transparency and accountability [14][15].

Core Viewpoint - The document outlines the regulations and principles governing related party transactions for Guangdong Saiwei Microelectronics Co., Ltd, ensuring fairness, transparency, and protection of shareholder rights, particularly for minority investors [1][2][3]. Group 1: Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty and credit, ensuring legality, necessity, reasonableness, and fairness, while maintaining the independence of the listed company [1][2]. - Written agreements must be signed for related party transactions, following principles of equality, voluntariness, equivalence, and compensation [1][2]. - Transactions should benefit the company's operations and development, with the board of directors assessing the advantages objectively, potentially hiring independent financial advisors for audits or evaluations [1][2][3]. Group 2: Definition and Reporting of Related Parties - Related party transactions include various activities such as asset purchases or sales, external investments, project transfers, and financial support [1][3]. - The company must report related party relationships, including those of directors, senior management, and shareholders holding more than 5% of shares, to the Shanghai Stock Exchange [3][4]. Group 3: Pricing and Approval of Related Party Transactions - The pricing of related party transactions must be fair and based on government pricing, market prices, or reasonable cost plus profit [6][10]. - Transactions exceeding certain thresholds require approval from independent directors and the board, with specific monetary limits set for different types of transactions [6][10][11]. Group 4: Decision-Making and Disclosure Procedures - The board of directors must ensure that independent directors participate in decision-making for related party transactions, and related directors must abstain from voting [14][37]. - The company is required to disclose related party transactions, including agreements, changes, and performance, to the relevant stock exchange [45][46]. Group 5: Responsibilities and Compliance - The company must ensure that related party transactions do not harm its interests, with provisions for compensation in case of violations [59][60]. - The document emphasizes the need for compliance with national laws and regulations, with the board responsible for interpreting and revising the related party transaction management system [60][62].

Core Points - The company aims to establish and improve a modern enterprise system, enhance internal management and technological innovation, and develop high-tech, high-quality products and services to improve economic and social benefits for shareholders [2][3]. Group 1: Company Overview - The company is named Guangdong Cellwise Microelectronics Co., Ltd, established as a joint-stock company through the overall change of Dongguan Cellwise Microelectronics Co., Ltd [3]. - The company was approved for listing on the Shanghai Stock Exchange's Sci-Tech Innovation Board on November 26, 2021, and officially listed on April 22, 2022, with an initial public offering of 20,000,000 shares [3]. - The registered capital of the company is RMB 84,947,740 [3]. Group 2: Business Scope - The company's business scope includes establishing research and development institutions, engaging in the research and development of integrated circuit chips, and providing related supporting services [4]. - The company is also involved in the wholesale and import-export business of integrated circuit chips, electronic products, and circuit board systems [4]. Group 3: Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [5]. - The total number of shares issued by the company is 84,947,740, all of which are domestic ordinary shares denominated in RMB [5]. - The company may increase registered capital based on operational and developmental needs, following legal and regulatory procedures [6]. Group 4: Shareholder Rights and Responsibilities - Shareholders have rights to dividends and other forms of profit distribution according to their shareholdings, and they can request to convene or participate in shareholder meetings [11]. - Shareholders are obligated to comply with laws, regulations, and the company's articles of association, and they must pay for their subscribed shares [15]. - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [41].

Core Points - The document outlines the external guarantee management system of Guangdong Saiwei Microelectronics Co., Ltd, aiming to regulate external guarantees, mitigate risks, and protect stakeholders' interests [1][2][3] Group 1: Guarantee Principles - The company defines guarantees as responsibilities provided for others' bank debts or other debts, including various forms such as guarantees, mortgages, or pledges [1] - All guarantees must be managed uniformly by the company, requiring approval from the board of directors or shareholders as per the company's articles of association [1][3] - The company must adhere to principles of legality, prudence, mutual benefit, and safety when providing external guarantees [1] Group 2: Guarantee Approval Management - The board of directors must analyze the creditor's credit status and the associated risks before approving any external guarantees [10] - Specific conditions under which the company should not provide guarantees include financial instability, previous defaults, and lack of effective collateral [12][13] - Guarantees exceeding 10% of the latest audited net assets or 30% of total assets require shareholder approval [15][6] Group 3: Risk Management - The audit committee is responsible for monitoring guarantee activities and ensuring compliance with internal controls [16] - If a guaranteed party fails to meet repayment obligations, the company must promptly assess the situation and take necessary actions [25][9] - The company should require counter-guarantees and ensure that all contracts comply with legal standards [19][20] Group 4: Information Disclosure - The company must disclose guarantee information in accordance with relevant regulations, ensuring timely communication of any significant changes [30][31] - The board secretary is responsible for managing the disclosure of guarantee-related information [29] Group 5: Accountability - Directors and senior management are held accountable for unauthorized guarantees that result in company losses [33] - Individuals who fail to fulfill their responsibilities or violate regulations may face legal consequences [34][35]

广东赛微微电子股份有限公司 董事、高级管理人员及核心技术人员 所持本公司股份及其变动管理制度 第一章 总则 1 公司董事、高级管理人员以上年末其所持有本公司发行的股份为基 数，计算其中可转让股份的数量。公司董事、高级管理人员当年可 转让但未转让的本公司股份，应当计入当年末其所持有本公司股份 的总数，该总数作为次年可转让股份的计算基数。 因公司公开或非公开发行股份、实施股权激励计划，或因董事、高 级管理人员在二级市场购买、可转债转股、行权、协议受让等各种 3 （一） 自公司股票上市之日起 12 个月内和离职后 6 个月内不得转让 本公司首发前股份； （二） 自所持首发前股份限售期满之日起 4 年内，每年转让的首发 前股份不得超过上市时所持公司首发前股份总数的 25%，减 持比例可以累积使用。 第九条 公司董事、高级管理人员在下列期间不得买卖本公司股票： （一） 公司年度报告、半年度报告公告前 15 日内，因特殊原因推迟 公告期的，自原公告期前 15 日起至最终公告日； （二） 公司季度报告、业绩预告、业绩快报公告前 5 日内； （三） 自可能对本公司股票交易价格获投资决策产生较大影响的重 大事项发生之日或进入决 ...