Core Points - The document outlines the information disclosure management measures for Wuxi Chipeng Microelectronics Co., Ltd, aiming to ensure accurate, complete, and timely disclosure of information to protect shareholders' rights [1][2] - The chairman of the board is designated as the primary responsible person for information disclosure, while the board secretary is responsible for the specific tasks related to this [2][3] - The company must adhere to principles of openness, fairness, and justice in its information disclosure practices [2][3] Information Disclosure Principles - Information disclosure is a continuous responsibility of the company, which must comply with relevant laws and regulations [2][3] - Insider information must not be disclosed or used for trading before it is legally disclosed [2][3] - All disclosed information should be published on the Shanghai Stock Exchange website and other designated media [2][3] Disclosure Content and Standards - The company must disclose any information that could significantly impact investors' decisions, including financial reports and significant events [4][5] - Annual reports must be audited by qualified accounting firms and disclosed within four months after the fiscal year-end [5][6] - The company must issue performance forecasts if it anticipates significant changes in operating results [5][6] Major Events Disclosure - The company is required to disclose major events that could significantly affect its stock price, including legal issues, financial difficulties, and changes in management [6][7] - Disclosure must occur promptly upon the occurrence of significant events or when there are substantial developments [8][9] Information Disclosure Process - The process for drafting, reviewing, and publishing regular reports involves multiple levels of management, including the general manager and the board of directors [11][12] - The board secretary is responsible for coordinating the information disclosure tasks and ensuring compliance with regulations [12][13] Responsibilities and Accountability - The board of directors and senior management are responsible for the accuracy and completeness of disclosed information [15][16] - Any violations of disclosure regulations may lead to administrative or criminal liability for responsible individuals [16][17] Confidentiality and Internal Control - The company must establish internal controls to protect confidential information and prevent insider trading [16][17] - The financial director is responsible for ensuring the accuracy of financial disclosures and compliance with relevant regulations [17][18]

Core Points - The document outlines the rules for the shareholders' meeting of Wuxi Chipeng Microelectronics Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The company must convene shareholders' meetings in accordance with the law, ensuring shareholders can exercise their rights [1][2] - The shareholders' meeting is the highest authority of the company and must operate within the scope defined by the law and the company's articles of association [1][3] - There are two types of shareholders' meetings: annual and extraordinary [1][2] Group 2: Convening Shareholders' Meetings - The annual shareholders' meeting must be held within six months after the end of the previous fiscal year [2] - Extraordinary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [2][3] - Independent directors and the audit committee have the right to propose extraordinary meetings [3][4] Group 3: Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [6][13] - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for extraordinary meetings [15][16] - Notifications must include all proposal details and necessary information for shareholders to make informed decisions [16][17] Group 4: Conducting Shareholders' Meetings - Meetings should be held at the company's registered address or a designated location, allowing for both in-person and online participation [20][21] - Shareholders can attend in person or appoint proxies to vote on their behalf [21][22] - The meeting must maintain order, and measures should be taken to prevent disruptions [22][23] Group 5: Voting and Resolutions - Resolutions can be ordinary or special, requiring different levels of approval [37][39] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval [37][39] - Voting rights are based on the number of shares held, with each share granting one vote [40][41] Group 6: Post-Meeting Procedures - Resolutions must be announced promptly, detailing the number of shareholders present and the voting results [50][51] - If a resolution is not passed or if there are changes to previous resolutions, this must be highlighted in the announcement [51][52] - The company must comply with legal obligations regarding the validity of resolutions and shareholder rights [55][56]

Group 1 - The implementation rules for the cumulative voting system aim to enhance corporate governance and protect the rights of minority shareholders [1][4] - Each shareholder's voting power is calculated as the number of shares held multiplied by the number of directors to be elected, allowing for concentrated or dispersed voting [1][2] - The election of independent and non-independent directors will be conducted separately, both utilizing the cumulative voting system [2][3] Group 2 - A director must receive at least half of the voting rights from attending shareholders to be elected [3] - In case of a tie among the last two or more candidates, the candidates with the highest votes will be elected, while the tied candidates will undergo a re-election [3] - If the required number of directors cannot be elected after three rounds, the existing board members will remain until new candidates are proposed and elected [3][4]

Core Points - The internal audit system of Wuxi Chipeng Microelectronics Co., Ltd. aims to standardize internal audit work, enhance quality, prevent risks, and protect investors' rights [1][2] - The board of directors is responsible for establishing and implementing the internal control system, ensuring the accuracy and completeness of related disclosures [2][3] - The internal audit department operates independently and is responsible for evaluating the effectiveness of internal controls and risk management [3][4] Group 1 - The internal audit is defined as an evaluation activity conducted by the internal audit department to assess the effectiveness of internal controls, risk management, and the authenticity of financial information [1][3] - The internal audit committee consists of three directors, including two independent directors, and is responsible for guiding and supervising the internal audit department [2][4] - The internal audit department must maintain independence and is not allowed to share office space with the finance department [3][5] Group 2 - The internal audit department has the authority to request relevant documents, conduct investigations, and check financial records as part of its audit responsibilities [6][7] - The internal audit process includes developing specific audit plans, notifying the audited units, and compiling audit reports based on findings [8][9] - The internal audit department must submit an annual internal control evaluation report to the audit committee, focusing on the effectiveness of internal controls related to financial reporting and information disclosure [10][11] Group 3 - The internal audit department is required to audit significant external investments, asset purchases and sales, guarantees, and related transactions promptly after they occur [12][13] - The internal audit must ensure compliance with approval procedures and assess the operational status of acquired assets [14][15] - The company must establish a responsibility accountability mechanism for violations of the internal control system, with rewards for compliance and penalties for non-compliance [16][17]

Group 1 - The establishment of the Nomination Committee aims to improve the corporate governance structure and protect the rights of shareholders [1][2] - The Nomination Committee is responsible for drafting selection criteria and procedures for directors and senior management, as well as reviewing candidates' qualifications [2][3] - The committee consists of three directors, including two independent directors, and is chaired by an independent director [2][3] Group 2 - The term of the Nomination Committee aligns with that of the Board of Directors, and any vacancies must be filled within 60 days if independent directors resign or are dismissed [2][3] - The committee proposes nominations for directors and senior management to the Board, which must document any reasons for not adopting the committee's recommendations [7][8] - The selection process for directors and senior management includes extensive communication with relevant departments and a thorough review of candidates' qualifications [3][4] Group 3 - Meetings of the Nomination Committee require at least two-thirds of members to be present, and decisions must be approved by a majority [12][13] - The committee may invite company directors and senior management to attend meetings and can hire external advisors for professional opinions [14][15] - Meeting records must be kept for at least ten years, and all attendees are bound by confidentiality regarding the discussed matters [5][19]

Core Viewpoint - The company aims to establish a scientific, sustainable, and stable profit distribution mechanism to enhance transparency and protect the rights of minority investors while ensuring long-term development [1] Profit Distribution Policy - The company emphasizes reasonable returns for shareholders, particularly minority shareholders, and aims to create a stable profit distribution policy based on profitability and strategic needs [2][3] - The distribution of after-tax profits follows a specific order, prioritizing the replenishment of previous losses before allocating to reserves [2] - The company will prioritize cash dividends, with stock dividends considered only when cash flow is sufficient and the overall interests of shareholders are maintained [2][4] Conditions for Cash and Stock Dividends - Cash dividends are contingent upon positive distributable profits, sufficient cash flow, and the absence of major investment plans exceeding 30% of the latest audited net assets [3] - Stock dividends can be proposed when the company is performing well, ensuring that cash dividends are adequately distributed [4] - The company aims for a minimum cash dividend ratio of 80% for mature companies without major expenditures, 40% for those with significant expenditures, and 20% for growing companies with major expenditures [4][5] Decision-Making Mechanism - The company’s profit distribution decisions are made through a structured process involving the board of directors and shareholder meetings, ensuring transparency and communication with minority shareholders [5][6] - Adjustments to the profit distribution policy require thorough justification and approval from two-thirds of the voting rights at the shareholder meeting [6][7] Information Disclosure - The company is required to disclose detailed information regarding its cash dividend policy, including compliance with regulations, clarity of standards, and the opportunity for minority shareholders to express their opinions [7][8] - For companies planning to issue securities, there is an obligation to disclose the profit distribution policy and recent dividend history, ensuring transparency for investors [8][9] Supervision Mechanism - The board and management's adherence to the profit distribution policy is subject to oversight by the audit committee [9] - In cases of shareholder misconduct involving fund misappropriation, the company will deduct the corresponding cash dividends to recover the funds [9]

Group 1 - The company has decided to cancel its supervisory board and amend its Articles of Association, transferring the supervisory responsibilities to the audit committee of the board of directors [1][2][3] - The amendments to the Articles of Association aim to enhance the company's governance structure in accordance with relevant laws and regulations [1][2][3] - Specific changes include the removal of the supervisory board's rules and the revision of various governance provisions to align with the new corporate governance framework [1][2][3] Group 2 - The revised Articles of Association emphasize the protection of the rights of shareholders, employees, and creditors, reflecting a broader stakeholder approach [1][2][3] - The company will now have a single legal representative, the chairman, whose responsibilities and legal implications are clearly defined in the amended Articles [3][4] - The amendments also introduce provisions regarding the establishment of a Communist Party organization within the company, highlighting the integration of party activities into corporate governance [6][7] Group 3 - The company has updated its capital increase procedures, allowing for more flexible methods of raising capital while ensuring equal rights for all shareholders [7][8] - New rules regarding the acquisition of company shares have been established, including limits on the total amount of financial assistance that can be provided for share acquisitions [7][8] - The company has clarified the conditions under which it can repurchase its shares, ensuring compliance with legal and regulatory requirements [7][8] Group 4 - The company has revised the rules governing shareholder meetings, including the procedures for calling and conducting meetings, to enhance transparency and shareholder engagement [32][33] - The amendments specify the rights of shareholders, including the ability to request information and participate in decision-making processes [32][33] - The company has established clearer guidelines for the approval of significant transactions and external guarantees, ensuring that such actions are subject to appropriate oversight [30][31][32] Group 5 - The company has introduced stricter regulations regarding the conduct of major shareholders and actual controllers to prevent conflicts of interest and protect minority shareholders [22][23][24] - New provisions have been added to hold shareholders accountable for any abuse of rights that may harm the company or other shareholders [23][24] - The amendments also reinforce the obligations of major shareholders to act in the best interests of the company and its stakeholders [23][24]

Core Viewpoint - The company has adjusted the internal investment structure of its fundraising projects based on actual progress and future planning, ensuring that it does not negatively impact normal operations or shareholder interests [1][2]. Group 1 - The fifth Supervisory Board meeting of the company was held on May 30, 2025, with all three supervisors present, and the meeting was conducted in accordance with relevant laws and regulations [1]. - The Supervisory Board approved the proposal to adjust the internal investment structure of fundraising projects, confirming that the adjustments align with the company's actual situation [1]. - The adjustments made do not constitute a disguised change in the use of raised funds or harm shareholder interests, complying with regulatory requirements [1]. Group 2 - The voting results for the proposal were unanimous, with 3 votes in favor, 0 against, and 0 abstentions, indicating strong support from the Supervisory Board [2]. - The proposal will be submitted for review at the shareholders' meeting, indicating the next step in the decision-making process [2].

Meeting Overview - The shareholder meeting is scheduled for June 18, 2025, at 10:00 AM [1] - The meeting will be held at the conference room on the 2nd floor of Chipeng Building, No. 16 Changjiang Road, Xinwu District, Wuxi [1] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's network voting system [1] Voting Procedures - The online voting period is from 9:15 AM to 3:00 PM on the day of the meeting [1] - Shareholders can vote via the trading system or the internet voting platform [2] - Specific procedures for margin trading and other related accounts must comply with relevant regulations [2] Agenda Items - The meeting will review several proposals, including: - Adjusting the internal investment structure of raised funds [2] - Canceling the supervisory board and amending the company’s articles of association [2] - Electing an independent director for the fifth board [2] - Proposals 1, 2, and 3 have been approved in a prior board meeting on May 30, 2025 [2] Attendance Requirements - Shareholders must be registered by the close of trading on June 13, 2025, to attend the meeting [3] - Both individual and corporate shareholders can appoint proxies to attend and vote [3][4] - Registration for attendance must be completed by May 16, 2025 [4] Additional Information - The company is located at No. 16 Changjiang Road, Xinwu District, Wuxi, with a postal code of 214028 [4] - Shareholders are responsible for their own travel and accommodation expenses [4]

国泰海通证券股份有限公司 关于无锡芯朋微电子股份有限公司 调整募集资金投资项目内部投资结构的核查意见 国泰海通证券股份有限公司（以下简称"保荐人"、"国泰海通"）作为正在 履行无锡芯朋微电子股份有限公司（以下简称"芯朋微"、"公司"）持续督导工 作的保荐人，根据《证券发行上市保荐业务管理办法》《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》《上海证券交易所上市公司自律监管指引第 11 号——持续督导》等有关法 律、法规以及《无锡芯朋微电子股份有限公司章程》（以下简称"《公司章程》"） 等有关规定，对芯朋微调整募集资金投资项目内部投资结构事项进行了核查，核 查情况及核查意见如下： 公司于 2025 年 5 月 30 日召开第五届董事会第十八次会议、第五届监事会第 十三次会议，审议通过了《关于调整募集资金投资项目内部投资结构的议案》， 同意公司对募集资金投资项目（以下简称"募投项目"）"新能源汽车高压电源及 电驱功率芯片研发及产业化项目"、"工业级数字电源管理芯片及配套功率芯片研 发及产业化项目"及"苏州研发中心项目"内部投资结构进行调整。公司监事会 及保 ...