General Principles - The external guarantee management system is established to regulate the external guarantee behavior of the company, effectively control guarantee risks, ensure asset safety, and protect the rights and interests of shareholders and other stakeholders [1][2] - External guarantees refer to the guarantees, mortgages, pledges, and other forms of guarantees provided by the company using its own assets or credit for other units or individuals [2] Principles of External Guarantees - The company must adhere to the principles of legality, prudence, mutual benefit, and safety when providing external guarantees, strictly controlling guarantee risks [3] - The board of directors must carefully consider and strictly control the debt risks arising from external guarantees, and bear joint liability for any violations or losses incurred [3] Approval Process - External guarantees must be approved by the board of directors or the shareholders' meeting, and any contracts or agreements related to external guarantees cannot be signed without such approval [8][9] - Guarantees exceeding 10% of the company's latest audited net assets or 30% of total assets require shareholders' meeting approval [9][10] Risk Assessment - The board of directors must assess the credit status of the debtor and analyze the benefits and risks of the guarantee before making a decision [10][11] - The company must require the guarantor to provide counter-guarantees, ensuring that the counter-guarantor has the actual ability to bear the responsibility [6][7] Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations, including the total amount of guarantees and the guarantees provided to subsidiaries [3][41] - If the guaranteed party fails to fulfill its debt obligations or faces bankruptcy, the company must promptly inform the board of directors to fulfill its disclosure obligations [42] Management Responsibilities - The finance department is responsible for the daily management of external guarantees, including credit investigations, contract reviews, and ongoing monitoring of the guaranteed parties [14][29] - The legal department must assist in managing guarantee contracts and handle any legal disputes related to external guarantees [14][30] Violations and Accountability - Any unauthorized signing of guarantee contracts can lead to liability for the responsible individuals, and the company has the right to seek compensation from them [44][46] - The board of directors will determine the appropriate penalties for individuals responsible for any violations based on the severity of the risks and losses incurred [44]

Core Points - The company aims to enhance its governance structure by establishing clear roles and responsibilities for independent directors to protect the interests of all shareholders, especially minority shareholders [1][2][3] - Independent directors are required to act independently and avoid conflicts of interest, ensuring their decisions are made objectively [2][3][4] - The company must maintain a minimum of three independent non-executive directors, who should constitute at least one-third of the board [3][4] - Independent directors must possess relevant qualifications and experience, including at least one accounting professional among them [3][5][6] - The company is obligated to promptly notify the Hong Kong Stock Exchange if the number of independent directors falls below regulatory requirements [4][5] - Independent directors are required to undergo training and obtain qualifications as mandated by regulatory authorities [5][6] - The company must ensure that independent directors do not have any relationships that could compromise their independence [6][8] - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [12][13][16] - The company must facilitate communication between independent directors and minority shareholders, ensuring transparency and accountability [18][19] - Independent directors are entitled to hire external consultants at the company's expense to assist in their duties [20][21]

中微半导体（深圳）股份有限公司 对外投资管理办法 第一章 总则 第一条 为了加强中微半导体（深圳）股份有限公司（以下简称"公司"） 对外投资活动的内部控制，规范对外投资行为，防范对外投资风险，提高资金运 作效率，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华 人民共和国证券法》（以下简称"《证券法》"）、《中微半导体（深圳）股份 有限公司章程》（以下简称"《公司章程》"）等相关规定，结合公司实际情况， 制定本办法。 第二条 本办法所称对外投资是指公司在境内外以现金、事务资产和无形资 产等作价出资，进行设立、并购企业（具体包括新设、参股、并购、重组、股权 置换、股份增持或减持等）、股权投资、委托管理以及国家法律法规允许的其他 形式的投资活动。 第三条 公司对外投资原则上由公司集中进行，控股子公司确有必要进行对 外投资的，需事先经公司批准后方可进行。 公司控股子公司发生的对外投资，视同公司发生的对外投资行为，适用本办 法的规定。 参股公司发生的对外投资，或者与公司的关联人进行对外投资，可能对公司 股票及其衍生品种交易价格产生较大影响的，公司应当参照本办法的规定，履行 信息披露义务。 第二章 对外投 ...

Core Viewpoint - The document outlines the management measures for related party transactions of Zhongwei Semiconductor (Shenzhen) Co., Ltd., ensuring fairness, transparency, and protection of the interests of the company and its shareholders, particularly minority investors [1]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions refer to the transfer of resources or obligations between the company or its subsidiaries and related parties as defined by the Hong Kong Listing Rules [1][2]. - The company identifies related parties as individuals or entities that have significant control or ownership over the company, including shareholders with more than 5% ownership, directors, and senior management [3][4]. Group 2: Approval and Disclosure Procedures - Related party transactions must be documented in written agreements that clearly outline the rights and obligations of both parties, adhering to principles of equality and fairness [7]. - Transactions exceeding certain thresholds, such as 0.1% of total assets or 3 million yuan, require approval from independent directors and must be disclosed to shareholders [12][13]. Group 3: Pricing and Fairness - The pricing of related party transactions should follow market principles, with adjustments made based on cost-plus pricing or valuation by independent evaluators if market prices are unavailable [15][16]. - Independent directors and financial advisors are tasked with ensuring that the pricing of significant related party transactions is fair and reasonable [15]. Group 4: Record Keeping and Compliance - The company is required to maintain accurate records of related party transactions, including decision-making processes and agreements, for a minimum of ten years [33]. - The board of directors is responsible for interpreting and ensuring compliance with these management measures, which take effect upon the company's H-share listing on the Hong Kong Stock Exchange [34].

Core Viewpoint - The company aims to enhance its governance structure by establishing clear guidelines for independent directors to protect the interests of all shareholders, especially minority shareholders [1][2]. Summary by Sections Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1]. - They are obligated to act in good faith and diligence, participating in decision-making, supervision, and providing professional advice to safeguard the overall interests of the company and protect minority shareholders [1][2]. Independence and Qualifications - Independent directors must perform their duties independently, free from influence by the company, major shareholders, or related parties [2]. - The board must consist of at least one-third independent directors, including at least one accounting professional with relevant qualifications [2][3]. Appointment and Training - Independent directors must meet specific qualifications, including relevant work experience and a clean personal record [3][4]. - They are required to participate in training organized by the China Securities Regulatory Commission (CSRC) to obtain independent director qualification certificates [3]. Nomination and Election Process - The nomination of independent directors must be free from conflicts of interest, and candidates must provide a declaration of their independence [6][7]. - The election of independent directors should follow a cumulative voting system, ensuring that minority shareholders' votes are counted separately [7]. Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance board decision-making [9][12]. - They have the authority to independently hire external consultants for audits or consultations on specific matters [9]. Reporting and Accountability - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [14][15]. - They are required to maintain detailed work records and ensure transparency in their activities [12][16]. Compensation and Support - The company is responsible for covering the costs incurred by independent directors in the performance of their duties and providing necessary support for their work [16][17]. - Independent directors are entitled to reasonable compensation, which must be approved by the board and disclosed in the annual report [17].

General Principles - The rules are established to ensure the legality and operability of shareholder meetings, protecting the rights of all shareholders in accordance with national laws, regulations, and the company's articles of association [2][3] - The company must organize and convene shareholder meetings strictly according to relevant laws and regulations, ensuring shareholders can exercise their rights [2][3] Shareholder Meeting Convening - The board of directors is responsible for convening shareholder meetings, and if they fail to do so, the audit committee or shareholders holding more than 10% of shares for over 90 days can convene the meeting [3][4] - Proposals for temporary shareholder meetings must be submitted in writing to the board secretary, who must report to the board within 10 days [3][4] Proposals and Notifications - Proposals for shareholder meetings must be submitted in writing and must fall within the scope of the shareholder meeting's authority [4][5] - The board secretary must assist in preparing meeting documents and ensure compliance with relevant rules and deadlines [4][5] Meeting Procedures - The convenor must verify the legitimacy of shareholder qualifications and ensure that only eligible shareholders can participate in the meeting [6][7] - The meeting must be conducted in a straightforward manner, without providing additional economic benefits to attendees [6][7] Voting and Resolutions - Shareholders or their agents have the right to speak during the meeting, and the meeting host must ensure that shareholders can express their opinions [8][9] - Voting for directors must be conducted using a cumulative voting system, with separate voting for independent and non-independent directors [9][10] Execution of Resolutions - Resolutions passed by the shareholder meeting must be executed by the board of directors, and the chairman must oversee the implementation [30][31] - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request annulment within 60 days [14][16] Miscellaneous - The rules serve as an attachment to the company's articles of association and will take effect upon approval by the shareholder meeting [16][17]

Core Points - The document outlines the rules for the board of directors of Zhongwei Semiconductor (Shenzhen) Co., Ltd. to enhance governance and decision-making processes [1][32] - It specifies the frequency and types of board meetings, including regular and temporary meetings, and the procedures for convening them [2][3] Group 1: Meeting Types and Frequency - The board must hold at least four regular meetings annually, including an annual performance meeting and a semi-annual performance meeting [2][3] - The annual performance meeting is to be held within four months after the fiscal year-end to review the annual report [3] - The semi-annual performance meeting is to be held within two months after the first half of the fiscal year [2] Group 2: Proposal and Meeting Procedures - Shareholders with more than 10% voting rights or one-third of the directors can propose a temporary board meeting [2] - Proposals must be submitted in writing and include specific details such as the proposer’s name, reasons for the proposal, and meeting logistics [4] - The board secretary is responsible for organizing communication with directors and ensuring they receive necessary materials for decision-making [5] Group 3: Voting and Decision-Making - Board meetings require the presence of more than half of the directors to be valid [11] - Each director has one vote, and decisions are made based on majority voting [9][10] - Directors must avoid conflicts of interest and are required to abstain from voting on matters where they have a personal interest [10][11] Group 4: Documentation and Record-Keeping - The board secretary is responsible for maintaining meeting records, including notifications, minutes, and voting results [28][29] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [26][27] - The documentation must be kept for ten years [28]

General Provisions - The purpose of the articles of association is to protect the rights and interests of China Micro Semiconductor (Shenzhen) Co., Ltd. and its shareholders and creditors, and to regulate the company's organization and behavior [2] - The company was established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations, and was registered with the Shenzhen Market Supervision Administration [2] - The company received approval from the China Securities Regulatory Commission (CSRC) for its initial public offering (IPO) of 63 million shares on April 29, 2022, and was listed on the Shanghai Stock Exchange on August 5, 2022 [2][3] Company Structure - The registered capital of the company is not specified in the articles [3] - The company is a permanent joint-stock limited company, with the general manager serving as the legal representative [3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3] Business Objectives and Scope - The company's business objective is to expand integrated circuit design capabilities and become a platform-based chip design enterprise centered on MCU, providing one-stop chip-level solutions for smart controllers [4] - The business scope includes the design, development, and sales of integrated circuits, computer software products, and electronic products, as well as import and export operations [4] Share Issuance - The company's shares are issued in the form of stocks, with each share having a par value of 1 RMB [6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for shares of the same category [6] - The company is established by seven founders, including investment partnerships, with a total of 6.666 million shares issued [6] Share Capital Management - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [8] - The company may reduce its registered capital in accordance with the Company Law and other regulations [8] - The company can repurchase its shares under specific circumstances, such as reducing registered capital or for employee stock ownership plans [9] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, request meetings, supervise the company's operations, and transfer their shares [13] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [17] - Shareholders holding more than 3% of shares for over 180 days can request to inspect the company's accounting books [14] 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 [43] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting [26] - The notice for shareholder meetings must include details such as time, location, and agenda, and must be sent out in advance [56][57]

第二条 本制度所称对外担保是指公司以自有资产或信用为其他单位或个人提 供的保证、抵押、质押以及其他形式的担保（包括公司对控股子公司的担保），具体 种类包括借款担保，银行开立信用证、银行开具承兑汇票、保函等担保。公司及其 控股子公司的对外担保总额，是指包括公司对控股子公司担保在内的公司对外担保总 额与控股子公司对外担保总额之和。 中微半导体（深圳）股份有限公司 对外担保管理制度 第一章 总则 第一条 为规范中微半导体（深圳）股份有限公司（以下简称"公司"）对外担 保行为，有效控制对外担保风险，确保公司的资产安全，保护股东和其他利益相关者 的合法权益，根据《中华人民共和国民法典》（以下简称"《民法典》"）、《中华 人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以 下简称"《证券法》"）、《中微半导体（深圳）股份有限公司章程》（以下简称 "《公司章程》"），并参照《上市公司监管指引第 8 号——上市公司资金往来、 对外担保的监管要求》、《上海证券交易所科创板股票上市规则》等有关规定，结合 公司实际情况，特制定本制度。 本制度所称控股子公司是指，公司持有其 50% 以上的股份，或者能够决定其 ...

Core Points - The document outlines the rules for the board of directors of Zhongwei Semiconductor (Shenzhen) Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][2][3] Group 1: Meeting Types and Procedures - The board meetings are categorized into regular and temporary meetings, with regular meetings held at least twice a year [1] - Regular meetings include an annual performance meeting within four months after the fiscal year-end and a semi-annual performance meeting within two months after the first half of the fiscal year [1][2] Group 2: Proposal and Voting Process - Shareholders with over 10% voting rights or one-third of the directors can propose a temporary board meeting, requiring a written proposal submitted to the board secretary or directly to the chairman [2][3] - The chairman must convene the meeting within ten days of receiving the proposal, and all proposals must be submitted to the board secretary ten days prior to the meeting [2][3] Group 3: Meeting Notifications and Attendance - Notifications for regular and temporary meetings must be sent ten days and three days in advance, respectively, through various means including email and fax [3][5] - A quorum requires the presence of more than half of the directors, and if attendance is insufficient, the chairman and secretary must report to regulatory authorities [5][11] Group 4: Voting and Decision-Making - Each proposal must be discussed thoroughly before voting, with directors allowed to express their opinions freely [8] - Voting is conducted by a show of hands or written ballots, and decisions require a majority of the attending directors [8][10] Group 5: Documentation and Record-Keeping - The board secretary is responsible for maintaining meeting records, including notifications, attendance, and voting results, for a period of ten years [13][14] - Directors must sign off on meeting records and can express dissenting opinions in writing [12][14]