Core Viewpoint - The internal audit system of Guizhou Zhenhua Wind Power Semiconductor Co., Ltd. aims to enhance internal audit supervision and risk management, standardize internal audit work, protect company assets, and improve operational efficiency [1][2]. Group 1: Internal Audit Structure - The company establishes an audit committee under the board of directors, which is responsible for organizing and implementing internal audits [2]. - The audit committee consists of three members, with independent directors holding a majority and at least one being a professional accountant [2]. - The audit department, as a dedicated internal audit institution, reports to the audit committee and operates independently from other departments [2][3]. Group 2: Internal Audit Objectives and Basis - Internal audit targets include the company and its departments, subsidiaries, and other matters entrusted by the board and audit committee [3]. - The audit is based on relevant laws, company regulations, and resolutions from the shareholders' and board meetings [3][4]. Group 3: Responsibilities and Authority of the Audit Department - The audit department is responsible for formulating audit regulations, preparing annual audit plans, and supervising the authenticity and legality of fundraising projects [4][5]. - It has the authority to request necessary documents from audited units, inspect financial records, and investigate violations [5][6]. Group 4: Audit Procedures - The audit department develops an annual audit project plan based on company priorities and submits it to the audit committee for approval [7][8]. - Regular audits are conducted annually, while special audits are performed based on specific events or company focus [8][9]. Group 5: Audit Reporting and Follow-up - Audit reports are submitted to the audit committee for approval before being issued to the audited units [9][10]. - The audit department is responsible for follow-up on issues raised in audit reports to ensure corrective actions are taken [10][11]. Group 6: Internal Audit Personnel Requirements - Internal audit personnel must adhere to professional ethics, maintain objectivity, and possess relevant professional capabilities [12][13]. - They are required to understand internal audit standards, procedures, and the company's operational processes [12][13]. Group 7: Audit Documentation and Management - The audit department is responsible for establishing an audit archive management system, retaining documents for ten years [14][15]. - Audit documentation includes plans, reports, evidence, and decisions made by the audit committee [15][16].

Core Viewpoint - Guizhou Zhenhua Semiconductor Co., Ltd. has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance and adapt to the requirements of the Sci-Tech Innovation Board [1][2]. Summary by Sections Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its functions transferred to the audit committee of the board of directors, in accordance with the Company Law and relevant regulations [1][2]. Revision of Articles of Association - The company plans to revise its articles of association to improve its governance structure, aligning with the requirements for companies listed on the Sci-Tech Innovation Board [2][3]. - The revisions include changing terms related to the "shareholders' meeting" to "shareholders' assembly," removing references to "supervisors" and "supervisory board," and making various non-substantive adjustments [3][4]. Specific Amendments - The articles of association will see numerous changes, including the removal of terms related to the supervisory board and the introduction of terms related to the audit committee [3][4]. - The company will ensure that the revised articles maintain legal binding force on the company, shareholders, directors, and senior management [5][6]. Shareholder Rights and Responsibilities - Shareholders will retain rights to dividends, voting, and other benefits proportional to their shareholdings, and will have the right to request meetings and participate in decision-making processes [7][8]. - The company will ensure that shareholders can exercise their rights effectively, including the right to inspect company documents and participate in meetings [9][10]. Governance and Compliance - The company emphasizes compliance with laws and regulations during the transition, ensuring that the board of directors and audit committee fulfill their responsibilities diligently [11][12]. - The company will maintain transparency and uphold the interests of all shareholders throughout the governance changes [13][14].

Core Viewpoint - Guizhou Zhenhua Wind Semiconductor Co., Ltd. has released a semi-annual evaluation report on its 2025 "Quality Improvement and Efficiency Enhancement" action plan, highlighting significant progress in enhancing core competitiveness, operational efficiency, and investor relations [1][9]. Group 1: Focus on Core Business - The company has increased R&D investment to 76.9837 million yuan, a 7.98% increase year-on-year, representing 16.57% of revenue, up 4.89% from the previous year [1][2]. - A total of 36 patents were applied for, with breakthroughs in core technologies and a 50% improvement in yield rates for packaging processes [2][3]. - The company has established a leading collaborative design and simulation verification platform for analog integrated circuits [2]. Group 2: Operational Management Optimization - The company is focusing on technological innovation and market-oriented reforms, implementing a project manager system to enhance R&D vitality [3][4]. - A total of 150 new products were trialed and supplied, generating 150 million yuan in orders in new fields [4]. - Cost savings of over 3 million yuan were achieved through procurement negotiations and production efficiency improvements [4]. Group 3: Corporate Governance and Risk Management - The company is revising its governance structure to ensure stability and compliance with relevant laws and regulations [5][6]. - A comprehensive risk management system has been established to prevent significant risks from materializing [6]. - The company received an "A" rating from Wind for its ESG management, emphasizing sustainable development [6]. Group 4: Investor Communication and Returns - The company emphasizes investor relations, conducting over 40 investor communication activities and achieving a 100% response rate to inquiries [7]. - Cumulative cash dividends since listing amount to 249 million yuan, with a planned dividend of 1.63 yuan per 10 shares for 2024 [8]. - A market value management system has been established to stabilize stock prices and enhance investor confidence [8]. Group 5: Responsibility and Compliance - The company is reinforcing the responsibilities of key personnel to ensure compliance and effective operations [9]. - Training sessions for board members and senior management have been organized to enhance governance capabilities [9].

Fundraising Overview - The company raised a total of RMB 3,349,500,000.00 from its initial public offering, with a net amount of RMB 3,259,500,000.00 after deducting issuance costs [1] - As of June 30, 2025, the balance in the fundraising account was RMB 108,424,311.28, which includes interest income after deducting fees [1] Fund Management - The company has established a management system for the use of raised funds, ensuring compliance with relevant laws and regulations [1] - A tripartite supervision agreement has been signed with the underwriter and banks to manage the funds securely [1] Fund Utilization - The company approved the use of up to RMB 160,000,000 of temporarily idle funds for cash management, investing in low-risk financial products [2] - As of June 30, 2025, the balance of idle funds in cash management was RMB 151,600,000 [2] Use of Surplus Funds - The company approved the use of RMB 50,000,000 of surplus funds to permanently supplement working capital, which accounts for 24.28% of the total surplus funds [2] - A total of RMB 34,688.47 million of surplus funds was allocated for acquiring land use rights and construction projects from a controlling shareholder [3] Remaining Funds - The company decided to permanently supplement working capital with surplus funds from the completed R&D center project, although the exact amount has not yet been finalized [4] - The company has replaced self-funded expenditures for the R&D center project with raised funds, totaling RMB 5,256.33 million [4] Compliance and Reporting - The company has confirmed that its fundraising usage disclosures align with actual usage, with no violations reported [5] - The total amount raised, after deducting issuance costs, was RMB 325,992.36 million, with RMB 19,607.81 million invested in the current year [6]

Core Viewpoint - The report evaluates the risk assessment of China Electronics Finance Co., Ltd. (中电财务公司) by Guizhou Zhinhua Photovoltaic Semiconductor Co., Ltd., highlighting the company's financial stability, internal control mechanisms, and compliance with regulatory requirements [1][10]. Group 1: Company Overview - China Electronics Finance Co., Ltd. has a registered capital of 2.5 billion RMB, increased from 1.901 billion RMB following a capital increase approved by the National Financial Supervision Administration [1]. - The major shareholder, China Electronics Information Industry Group Co., Ltd., holds 81.27% of the shares after acquiring a 23.61% stake from Nanjing Zhongdian Panda Information Industry Group Co., Ltd. [1]. Group 2: Internal Control and Risk Management - The company has established a governance structure with a board of directors, supervisory board, and management team, ensuring clear responsibilities and checks and balances [1]. - A comprehensive risk management system is in place, including internal audits and risk assessment protocols tailored to different business activities [2][3]. Group 3: Financial Performance - As of June 30, 2025, China Electronics Finance Co., Ltd. reported bank deposits of 215 million RMB and a net profit of 161 million RMB [7]. - The company's financial indicators comply with regulatory requirements, indicating sound financial health [8]. Group 4: Loan and Investment Management - The company implements a strict loan management system, only lending to members of China Electronics Information Industry Group Co., Ltd., with a comprehensive credit management process [4]. - Investment management includes fixed-income securities and stock investments, governed by specific operational guidelines to mitigate risks [5][6]. Group 5: Compliance and Regulatory Adherence - The company operates in accordance with the regulations set forth by the National Financial Supervision Administration, with no significant deficiencies identified in its risk management systems [10].

Group 1 - The company will hold a performance briefing on September 8, 2025, from 15:00 to 17:00 at the Shanghai Stock Exchange Roadshow Center [1][2] - The briefing will be conducted in a format that includes graphic presentations and online interactive Q&A [2][3] - Investors can submit questions from September 1 to September 5, 2025, before 16:00 through the Roadshow Center website or via the company's email [3] Group 2 - The purpose of the briefing is to provide a comprehensive understanding of the company's 2025 semi-annual operating results and financial status [1] - The company aims to address common investor concerns during the briefing [2] - After the briefing, investors can access the main content and outcomes of the event on the Roadshow Center website [3]

证券代码：688439 证券简称：振华风光 公告编号：2025-029 贵州振华风光半导体股份有限公司 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。 一、本次计提资产减值准备情况概述 根据《企业会计准则》《上海证券交易所科创板股票上市规则》和公司会计 政策、会计估计的相关规定，为客观、公允地反映公司截至2025年6月30日的财 务状况及2025年第二季度的经营成果，基于谨慎性原则，公司对合并报表范围内 的各类资产进行了减值测试，对其中存在减值迹象的资产相应计提减值损失。 单位：人民币元 | 项 目 | 第二季度计提金额 | 2025年度已累计计提金额 | | --- | --- | --- | | 其中：应收票据坏账准备 | -12,662,661.06 | -11,263,795.69 | | 应收账款坏账准备 | 43,608,383.27 | 71,225,140.05 | | 其他应收款坏账准备 | 42,842.23 | 41,107.34 | | 其中：存货跌价准备 | 4,102,642.64 | 6,11 ...

Core Points - The document outlines the rules for the board of directors of Guizhou Zhenhua Wind Power Semiconductor Co., Ltd, aiming to enhance governance structure and decision-making processes [1][2] - The board is accountable to the shareholders and operates within the framework of the Company Law and the company's articles of association [1][2] Chapter Summaries Chapter 1: General Principles - The board of directors is responsible for decision-making within the limits set by the Company Law and the company's articles of association [1] - Board meetings are categorized into regular and temporary meetings, with regular meetings held twice a year [1] Chapter 2: Meeting Notifications - Notifications for regular meetings must be sent at least ten days in advance, while temporary meetings require a three-day notice [2] - All relevant materials must be provided to board members prior to meetings [2] Chapter 3: Voting Procedures - Decisions require a majority vote from all directors, with specific rules for external guarantees requiring a two-thirds majority [3] - Directors must attend meetings in person or delegate their voting rights through a written proxy [3] Chapter 4: Implementation of Resolutions - The general manager is responsible for executing board resolutions and reporting on their implementation [4] - The board monitors the execution of its decisions and holds individuals accountable for any breaches [4] Chapter 5: Meeting Records - Detailed records of meetings must be kept, including attendance, agenda, and voting results [6] - Meeting records must be preserved for at least ten years [6] Chapter 6: Board Authorization - The chairman exercises powers granted by the board during its recess, while the general manager acts according to the articles of association [7] Chapter 7: Supplementary Provisions - The rules serve as an attachment to the company's articles of association and must align with relevant laws [7]

General Principles - The rules are established to regulate the behavior of Guizhou Zhenhua Wind Power Semiconductor Co., Ltd. and ensure shareholders can exercise their rights according to laws and regulations [1] - The company must hold shareholder meetings in strict accordance with legal and regulatory requirements, ensuring timely organization by the board of directors [1][2] - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [1][3] Convening Shareholder Meetings - The board of directors is responsible for convening shareholder meetings within the specified time frame [3][6] - Independent directors and the audit committee have the right to propose temporary shareholder meetings, with the board required to respond within ten days [6][8] - Shareholders holding more than 10% of shares can request a temporary meeting, and if the board does not respond within ten days, they can approach the audit committee [5][9] Proposals and Notifications - Proposals must fall within the scope of shareholder meeting authority and comply with legal and regulatory requirements [7][13] - Shareholders holding at least 1% of shares can submit temporary proposals ten days before the meeting, which must be acknowledged by the conveners [7][14] - Notifications for annual meetings must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [7][15] Conducting Shareholder Meetings - Meetings should be held at the company's registered address or another specified location, with provisions for online participation [9][20] - All shareholders or their proxies registered by the record date have the right to attend the meeting [10][23] - The meeting must be presided over by the chairman of the board, or in their absence, by the vice-chairman or a director elected by the majority [11][27] Voting Procedures - Voting must be conducted in accordance with the established rules, with provisions for cumulative voting in certain circumstances [12][33] - Each proposal must be voted on individually, and no modifications to proposals are allowed during the meeting [14][36] - The results of the voting must be announced immediately after the meeting, detailing the number of votes and the outcome of each proposal [15][41] Regulatory Measures - If the company fails to convene a meeting without valid reasons, the stock exchange may suspend trading of its shares [18][48] - Non-compliance with legal and regulatory requirements can lead to corrective actions mandated by the China Securities Regulatory Commission [18][49] - Directors failing to fulfill their responsibilities may face disciplinary actions, including market bans for severe violations [18][50]

Group 1 - The company is established as a joint-stock company under the Company Law of the People's Republic of China, with a registered capital of RMB 200 million [3][4] - The company was registered on June 23, 2022, and publicly issued 50 million shares of ordinary stock, listed on the Sci-Tech Innovation Board on August 26, 2022 [3][4] - The company's business scope includes integrated circuit chip design and manufacturing, power electronic components manufacturing, and technology services [5][6] Group 2 - The company aims to leverage its technological advantages to create a high-tech enterprise with core competitiveness, focusing on innovation and product upgrades [5] - The total number of shares issued by the company is 200 million, all of which are ordinary shares with a par value of RMB 1 per share [6][7] - The company has established rules for capital increase, reduction, and share repurchase, which require shareholder approval [8][9] Group 3 - The company has provisions for shareholder rights, including the right to dividends, voting rights, and the ability to request meetings [28][29] - Shareholders holding more than 10% of the shares can request the board to convene a temporary shareholders' meeting [25][26] - The company must ensure that all shareholder meetings are conducted in accordance with legal and regulatory requirements, with proper documentation and transparency [34][35]