Core Points - The document outlines the rules and procedures for the shareholders' meeting of Chip Original Microelectronics (Shanghai) Co., Ltd, aiming to ensure legal, orderly, efficient, and equitable exercise of rights by shareholders [1][2][3] Group 1: General Principles - The rules apply to the shareholders' meeting and bind all shareholders, their agents, directors, and other relevant personnel [2] - The company must strictly follow legal and regulatory requirements when convening the shareholders' meeting, ensuring shareholders can exercise their rights [3][4] - The meeting should adhere to a principle of simplicity, avoiding additional benefits for attending shareholders [5] Group 2: Powers of the Shareholders' Meeting - The shareholders' meeting is the power institution of the company, exercising rights within the scope defined by law and the company’s articles of association [6][7] - Certain transactions must be submitted for shareholders' approval if they meet specified thresholds, such as asset total exceeding 50% of total audited assets or transaction amounts exceeding 50% of market value [8][9] Group 3: Meeting Procedures - The shareholders' meeting can be annual or temporary, with the annual meeting required to be held within six months after the end of the previous fiscal year [10][11] - Temporary meetings must be convened within two months of certain events, such as significant losses or requests from shareholders holding over 10% of shares [12][13] Group 4: Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [18][19] - Notifications for meetings must be sent out in advance, detailing the agenda and allowing shareholders to prepare adequately [20][21] Group 5: Voting and Resolutions - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of the voting rights, respectively [43][44] - Voting rights are based on the number of shares held, with each share granting one vote [46][47] Group 6: Meeting Records - The company must maintain detailed records of the meeting, including attendance, proposals discussed, and voting results [63][64] - The rules specify that the meeting records must be preserved for a minimum period [65]

Core Points - The board of directors of Chip Origin Microelectronics (Shanghai) Co., Ltd. has reviewed the qualifications of independent director candidates for the third board term [1] - The candidates Dahong Qian, Sun Jiangang, Huang Sheng, and Li Ting Wei do not hold shares in the company and have no related party relationships with other directors, supervisors, senior management, or shareholders holding more than 5% of the shares [1] - The candidates meet the qualifications and independence requirements as stipulated by relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1][2] Summary by Sections - **Independent Director Candidates**: Dahong Qian and Sun Jiangang are proposed as independent director candidates for the third board term, with their qualifications being reviewed and approved by the nomination committee [2] - **Compliance with Regulations**: The candidates have not been disqualified under the Company Law, have not been subject to administrative penalties by the China Securities Regulatory Commission, and are not listed as untrustworthy by the Supreme People's Court [1] - **Professional Qualifications**: The candidates possess the necessary professional qualifications, educational background, work experience, and business capabilities required for independent directors [2]

Group 1 - The company has decided to cancel the supervisory board and adjust the number of board members from 9 to 11, with a composition of 6 non-independent directors, 4 independent directors, and 1 employee representative director [1][2] - The supervisory board's powers will be transferred to the audit committee of the board [1] - The company aims to enhance operational efficiency and decision-making quality through these governance changes [1] Group 2 - The registered capital of the company has been changed from ¥497,750,682 to ¥499,911,232, and the total number of shares has been adjusted accordingly [2] - The company has undergone several changes in registered capital due to stock incentive plans and fundraising activities, culminating in a final registered capital of ¥525,713,273 [4] - The company has issued 24,860,441 A-shares, raising a total of approximately ¥1.81 billion after deducting issuance costs [3][4] Group 3 - The company plans to revise its articles of association to comply with the latest legal and regulatory requirements [4][5] - Several internal management systems will be revised, established, or abolished to promote standardized operations [5][6] - The changes to the internal management systems have been approved by the board and will be submitted for shareholder approval [6]

Core Points - The document outlines the management measures for the shares held by the board members, senior management, and core technical personnel of the company, aiming to maintain market order and comply with relevant laws and regulations [1][2] - The measures apply to all shares held by the aforementioned personnel, including those held in multiple accounts and through margin trading [2] - Restrictions on share transfer include a one-year lock-up period post-listing, a six-month restriction after leaving the company, and other conditions related to legal investigations or penalties [4][5] - After the company becomes profitable, board members and senior management can reduce their holdings of pre-IPO shares following the disclosure of the annual report [4][5] - A detailed reporting process is established for share reduction plans, requiring disclosure of the number of shares, transfer methods, and reasons for reduction [5][6] - There are specific trading restrictions for board members and senior management around the time of financial report announcements and significant corporate events [6][7] - Core technical personnel are subject to similar restrictions as board members, with additional limitations on the percentage of shares they can transfer within a specified timeframe [7][8] - The company is responsible for ensuring accurate and timely reporting of shareholdings and transactions by its board members and senior management [9][10] - The document emphasizes compliance with national laws and regulations, and any conflicts with future regulations will be resolved according to the latest legal standards [10]

Group 1 - The company is named Verisilicon Microelectronics (Shanghai) Co., Ltd., established as a joint-stock company based on the previous entity, Verisilicon Microelectronics (Shanghai) Ltd. [3][4] - The company was approved by the Shanghai Stock Exchange and registered with the China Securities Regulatory Commission, issuing 48,319,289 shares of common stock to the public in 2019 and listing on August 18, 2020 [3][4]. - The registered capital of the company is RMB 499,911,232 [4]. Group 2 - The company's business purpose is to promote the rapid development of China's microelectronics industry through the development, manufacturing, and sales of related products and technologies [5][6]. - The company's business scope includes integrated circuit design, debugging, maintenance, software development, and providing related technical consulting and services [6]. Group 3 - The company has issued a total of 525,713,273 shares, all of which are common shares [10]. - The company can increase its capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, and converting reserves into capital [11][12]. Group 4 - The company’s shareholders have rights to dividends and other benefits proportional to their shareholdings, the right to request meetings, and the right to supervise the company's operations [15][33]. - Shareholders holding more than 10% of the shares can request the board to convene a temporary shareholders' meeting [30].

Core Points - The article outlines the selection system for accounting firms at Chipown Microelectronics (Shanghai) Co., Ltd, aiming to standardize the process and protect shareholder interests while enhancing audit quality and financial information disclosure [1][2][3] Group 1: General Principles - The selection of accounting firms must comply with relevant laws, regulations, and the company's articles of association [1] - The selection process requires approval from the audit committee, board of directors, and shareholders [1][2] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess valid qualifications, a stable workplace, and a good reputation for audit quality [2][3] - Firms must maintain confidentiality regarding company information and comply with the regulations set by the China Securities Regulatory Commission [1][2] Group 3: Selection Procedures - The audit committee is responsible for the selection process, including developing policies, evaluating candidates, and proposing recommendations to the board [2][3] - Various selection methods can be employed, such as competitive negotiation and public selection, ensuring fairness and transparency [2][3] Group 4: Appointment and Evaluation - The appointed accounting firm must fulfill its obligations as per the agreement and complete the audit within the stipulated time [4][5] - The audit committee must evaluate the performance of the accounting firm annually and report to the board [4][5] Group 5: Special Provisions for Replacement - If a firm is to be replaced, a 20-day prior notice is required, and the firm can present its case during the shareholders' meeting [5][6] - The company must disclose reasons for changing firms and any communication with previous auditors [5][6] Group 6: Other Regulations - The company must maintain proper documentation of the selection process for at least ten years [6][7] - Any conflicts between this system and existing laws or regulations will defer to the latter [7]

Core Points - The article outlines the external investment management system of Chipone Technology (Shanghai) Co., Ltd, aimed at regulating external investment behavior, enhancing management, and safeguarding investor interests [2][3][4] Group 1: General Principles - The external investment refers to the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns [2] - Investments are categorized into short-term (up to 1 year) and long-term (over 1 year) investments, with specific types defined for each category [2][3] - The investment behavior must comply with national regulations and align with the company's long-term development strategy [3][4] Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments [6] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the president, each with defined authority [8][9] Group 3: Investment Management Organization - The board's strategic committee is responsible for researching major investment decisions and may form an investment review group for preparatory work [9] - The president is the main responsible person for implementing external investments, overseeing resources, and reporting progress to the board [9][10] Group 4: Investment Procedures - Short-term investment procedures involve the finance department preparing cash flow statements and investment proposals for approval [17] - Long-term investment procedures require the investment development department to conduct environmental assessments and prepare feasibility reports for approval [22][23] Group 5: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as force majeure or contractual termination [32] - Investment transfers are permitted if projects deviate from the company's direction or show continuous losses [33][34] Group 6: Financial Management and Auditing - The finance department is responsible for comprehensive financial records and accounting for external investments [41] - Regular audits of subsidiaries are mandated to ensure compliance with financial management policies [43][44] Group 7: Reporting and Disclosure - The company must adhere to legal and regulatory requirements for information disclosure regarding external investments [48] - Subsidiaries are required to report significant events and financial statuses to the board promptly [50][51]

Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance and protect the interests of minority shareholders [1][5] - The cumulative voting system allows shareholders to allocate their voting rights among candidates for non-employee director positions, enabling concentrated voting for a single candidate or distributed voting among multiple candidates [2][3] Summary by Sections Cumulative Voting System - The cumulative voting system grants each share the same number of votes as the number of directors to be elected, allowing shareholders to concentrate their votes [1][2] - Independent directors must be elected separately from other board members, and the election of independent directors requires the use of the cumulative voting system [1][3] Voting Process - Shareholders holding more than 1% of voting shares can propose director candidates before the shareholder meeting [2] - The voting rights for independent and non-independent directors are calculated based on the number of shares held multiplied by the number of directors to be elected [6][7] Election Mechanism - Votes can be concentrated on one candidate or distributed among several, with specific rules for determining the elected candidates based on the total votes received [3][4] - If the total votes exceed the legal voting rights, the ballot will be deemed invalid, while any unused votes will be considered as waived [5] Implementation and Amendments - The rules will take effect upon approval by the shareholder meeting and can be amended by the board of directors, subject to shareholder approval [5][6]

Meeting Overview - The shareholder meeting of Chip Original Microelectronics (Shanghai) Co., Ltd. is scheduled for July 30, 2025, at 14:00 [1] - The meeting will be held at Zhangjiang Building, 20th Floor, 560 Songtao Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - The online voting period is set for July 30, 2025, during trading hours: 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders can vote via the trading system or the internet voting platform, with identity verification required for first-time users [3][4] - Specific procedures for margin trading, transfer, and other related accounts must comply with relevant regulations [2] Agenda Items - The meeting will review several proposals, including the cancellation of the supervisory board and amendments to the company’s articles of association [2] - Cumulative voting will be used for the election of the third board of directors, including non-independent and independent directors [2][6] - The proposals have been approved by the company's second board of directors during their 23rd meeting [2] Attendance and Registration - Shareholders registered by the close of trading on July 23, 2025, are eligible to attend the meeting [5] - Registration requires valid identification and proof of shareholding, with specific documents outlined for both individual and institutional shareholders [8][9] Additional Services - The company will utilize a reminder service to notify shareholders about the meeting and voting details via smart messaging [4] - Shareholders are advised to arrive at least 30 minutes early for registration [9]

证券代码：688521 证券简称：芯原股份 公告编号：2025-030 芯原微电子（上海）股份有限公司 关于选举第三届董事会职工代表董事的公告 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。 芯原微电子（上海）股份有限公司（以下简称"公司"）于 2025 年 7 月 14 日召开了第二届董事会第二十三次会议，审议通过了《关于取消监事会、修订公 司章程并办理工商变更登记的议案》，公司拟将董事会成员人数由 9 名调整为 11 名，其中包含职工代表董事 1 名，由公司职工代表大会选举产生，并拟对《芯原 微电子（上海）股份有限公司章程》（以下简称"《公司章程》"）的有关条款进行 修订，前述事项尚需提交公司 2025 年第一次临时股东大会审议通过。 公司于 2025 年 7 月 14 日召开职工代表大会，选举石雯丽女士为公司第三届 董事会职工代表董事。石雯丽女士符合《中华人民共和国公司法》《上海证券交 易所科创板股票上市规则》等法律法规及《公司章程》有关董事的任职资格和条 件，将按照有关规定行使职权。职工代表董事将与公司 2025 年 ...