证券代码：688380 证券简称：中微半导 公告编号：2025-032 一、选举独立非执行董事的情况 专门委员会委员的公告 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。 中微半导体（深圳）股份有限公司（以下简称"公司"）于 2025 年 8 月 22 日召开第三届董事会第二次会议，审议通过了《关于选举公司独立非执行董事的 议案》《关于调整公司董事会专门委员会名称及组成人员的议案》，具体情况如 下： 中微半导体（深圳）股份有限公司 关于选举公司独立非执行董事及调整董事会 鉴于公司拟发行境外上市外资股（H 股）股票并申请在香港联合交易所有限 公司（以下简称"香港联交所"）主板挂牌上市，为积极配合公司本次发行并上 市工作的需要，并按照境内外上市规则完善公司董事结构，根据《公司法》《香 港联交所证券上市规则》等有关法律法规以及《公司章程》的规定，经公司股东 杨勇先生提名，拟增选楚军红女士（个人简历详见附件）为公司第三届董事会独 立非执行董事，任期自 2025 年第二次临时股东会审议通过且公司本次发行上市 之日起至第三届董事会任期 ...

Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association and related rules, transferring the supervisory functions to the audit committee of the board of directors [1]. Summary by Sections Company Structure Changes - The company will no longer have a supervisory board or supervisors, with the audit committee of the board taking over the supervisory responsibilities as per the Company Law [1]. - Relevant rules and regulations related to the supervisory board have been abolished and the articles of association, shareholder meeting rules, and board meeting rules have been revised accordingly [1]. Amendments to Articles of Association - Article 8 has been amended to clarify the legal responsibilities of the legal representative in civil activities conducted on behalf of the company [1]. - Article 9 specifies that shareholders are liable for the company's debts only to the extent of their subscribed shares [2]. - Article 10 allows for lawsuits against shareholders, directors, supervisors, general managers, and other senior management [3]. - Article 15 ensures that all shares of the same class have equal rights [3]. - Article 19 confirms that the total number of shares issued by the company is 400.365 million, all of which are ordinary shares [4]. - Article 21 outlines the methods for increasing capital, including public and private offerings [4]. - Article 27 states that the company does not accept its own shares as collateral [5]. - Article 39 mandates that shareholders holding more than 5% of voting shares must report any pledging of their shares [19]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes [6]. - Shareholders can request to review the company's accounting books if they hold more than 3% of shares for over 180 days [8]. - Shareholders are obligated to comply with laws and the company's articles of association [16]. Governance and Decision-Making - The shareholder meeting is the company's authority body, responsible for major decisions such as approving financial budgets and profit distribution [24]. - The board of directors is responsible for convening shareholder meetings and must do so within specified timeframes [29].

证券代码：688380 证券简称：中微半导 公告编号：2025-033 编号：2025-020），其余高级管理人员个人简历详见本公告附件。 二、提前换届聘任原因 鉴于公司第三届董事会已完成提前换届选举，为完善公司治理结构、保障公 司有效决策和平稳发展，根据《公司法》及《公司章程》的有关规定，公司董事 会聘任新一届高级管理人员。 三、高级管理人员离任情况 公司高级管理人员的聘任已经公司第三届董事会第二次会议审议通过，原第 二届董事会聘任的高级管理人员自 2025 年 8 月 23 日起不再履职。 特此公告。 中微半导体（深圳）股份有限公司 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。 中微半导体（深圳）股份有限公司（以下简称"公司"）第三届董事会第二 次会议于 2025 年 8 月 22 日审议并通过了《关于聘任公司总经理的议案》《关于 聘任董事会秘书的议案》《关于聘任公司副总经理及财务总监的议案》，高级管 理人员聘任完成情况如下： 一、聘任高级管理人员情况 聘任杨勇先生为公司总经理；聘任吴新元为公司董事会秘书；聘任 LI ...

中微半导体（深圳）股份有限公司 对外投资管理办法 （H 股发行上市后适用） 第一章 总则 司最近一期经审计总资产的 50%以上； 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》"），以及《香港联合交易所有限公 司证券上市规则》（以下简称"《香港上市规则》"）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。控股子公司是指公司对其控股超 ...

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]