安徽芯动联科微系统股份有限公司 章程 目 录 安徽芯动联科微系统股份有限公司 章程 第一章 总 则 第一条 为维护安徽芯动联科微系统股份有限公司（以下简称"公司"）、 股东、职工和债权人的合法权益，规范公司的组织和行为，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》）和其他有关规定，制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司采取发起设立方式，由安徽北方芯动联科微系统技术有限公司依法整体 变更设立，在蚌埠市市场监督管理局注册登记，已取得营业执照，统一社会信用 代码：913403000501958035。 公司于 2023 年 5 月 9 日经中国证券监督管理委员会（以下简称"中国证监 会"）同意注册，首次向社会公众发行人民币普通股 5,521 万股，于 2023 年 6 月 30 日在上海证券交易所（以下简称"上交所"）科创板上市。 第三条 公司注册名称：安徽芯动联科微系统股份有限公司 英文名称：Anhui XDLK Microsystem Corporation Limited 第四条 公司住所：安徽省蚌埠市东海大道 ...

Core Points - The company aims to establish a structured investor relations management system to enhance communication with investors and protect their rights [1][2] - The management of investor relations is guided by principles of compliance, equality, proactivity, and honesty [3][4] Group 1: Objectives and Principles - The primary objectives of investor relations management include fostering a positive relationship with investors, building a stable investor base, and enhancing corporate governance [6][7] - The basic principles of investor relations management emphasize compliance with laws, equal treatment of all investors, proactive engagement, and maintaining integrity [3][4][5] Group 2: Communication and Disclosure - The company must ensure that all communications with investors are transparent, accurate, and do not involve the disclosure of undisclosed significant information [2][5] - Information that must be disclosed according to regulations should be published promptly in designated media, ensuring clarity and accessibility [11][12] Group 3: Organizational Structure and Responsibilities - The board of directors is responsible for formulating the investor relations management system, with the board secretary overseeing its implementation [14][15] - Staff involved in investor relations must possess strong communication skills and a thorough understanding of the company's operations and industry [16][17] Group 4: Investor Engagement Activities - The company should utilize multiple channels for investor communication, including official websites, social media, and direct interactions such as meetings and roadshows [10][11] - Regular investor meetings, including performance briefings and Q&A sessions, are essential for maintaining transparency and addressing investor concerns [29][30] Group 5: Compliance and Record Keeping - The company must maintain comprehensive records of investor relations activities, including participant details and communication content, to ensure accountability [38][39] - In case of disputes, the company is obligated to cooperate with investor protection agencies and address investor complaints promptly [15][16]

General Principles - The company establishes a system for the temporary suspension and exemption of information disclosure to ensure compliance with relevant laws and regulations, including the Securities Law and the listing rules of the Shanghai Stock Exchange [1][2] - The system aims to guide the company and related information disclosure obligors in making prudent judgments regarding the suspension and exemption of disclosures [2] Scope of Suspension and Exemption - Information disclosure obligors can suspend or exempt disclosures if they have sufficient evidence that the information involves state secrets or other matters that may violate confidentiality regulations [2][3] - The company has an obligation to protect state secrets and must not disclose such information through any means, including investor interactions or press releases [2][3] Conditions for Commercial Secrets - The company can suspend or exempt the disclosure of commercial secrets if the information is core technology or business information that could lead to unfair competition or harm to the company or others [3][4] - If the reasons for suspension or exemption are eliminated, or if the information becomes difficult to keep confidential, the company must disclose it promptly [4][5] Approval Process and Management - The company must carefully determine the matters for suspension and exemption, following internal review procedures before implementation [4][5] - The company secretary is responsible for timely registration and archiving of suspension or exemption decisions, which must be kept for at least ten years [5][6] Penalty Rules - If the company's information disclosure personnel fail to comply with the conditions for suspension or exemption, or if they do not disclose information in a timely manner after the reasons for suspension have been removed, the company may impose penalties according to relevant laws and regulations [6] Additional Provisions - Any matters not covered by this system will be executed according to the relevant laws and regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange [7] - The system will take effect upon approval by the company's board of directors [7]

Core Viewpoint - The company plans to implement a restricted stock incentive plan for 2025 to enhance its governance structure, attract and retain talent, and align the interests of shareholders, the company, and core team members [1][2]. Group 1: Assessment Objectives - The plan aims to improve the company's governance structure and establish a long-term incentive mechanism to promote long-term development [1]. - It seeks to create a balanced value distribution system that motivates the core team and aligns their interests with those of shareholders and the company [1]. Group 2: Assessment Principles - The evaluation must adhere to principles of fairness, openness, and justice, linking the incentive plan closely with the performance and contributions of the incentivized individuals [2]. Group 3: Assessment Scope - The plan applies to all incentivized individuals confirmed by the supervisory board, including directors, senior management, and key technical personnel [2]. - All incentivized individuals must have an employment relationship with the company or its subsidiaries during the stock grant and assessment period [2]. Group 4: Assessment Indicators and Standards - The first assessment period for the stock grant is set for the fiscal years 2025-2027, with performance evaluated annually based on revenue and net profit growth compared to 2024 as the baseline [3][4]. - Specific growth targets are set for each year: 30% revenue growth and 10% net profit growth for 2025, escalating to 119% revenue growth and 33% net profit growth by 2027 [3][4]. Group 5: Assessment Period and Frequency - The initial assessment period for the incentive plan is from 2025 to 2027, with annual evaluations for both company-level and individual-level performance [5]. Group 6: Assessment Procedures - The board's remuneration and assessment committee is responsible for leading the assessment of incentivized individuals and reporting the results to the board [5][6]. Group 7: Assessment Results Management - Individuals have the right to know their assessment results, which must be communicated within five working days after the assessment [6]. - If there are disputes regarding the assessment results, individuals can appeal to the remuneration and assessment committee for review [6]. Group 8: Additional Provisions - The board is responsible for formulating, interpreting, and revising the assessment methods, which will take effect after approval by the shareholders' meeting [7].

Core Points - The document outlines the rules and regulations governing the board of directors of Anhui Xindong Lian Ke Micro System Co., Ltd, ensuring efficient and standardized operations in accordance with relevant laws and the company's articles of association [2][3][27] Summary by Sections General Principles - The board of directors is established as the decision-making body of the company, responsible for managing the company's assets and accountable to the shareholders [2][3] Directors - Directors must be natural persons and cannot hold office under certain conditions, including criminal convictions or bankruptcy responsibilities [3][4] - Candidates for directorship must disclose any administrative penalties or significant negative records within the last 36 months [4][5] Responsibilities and Obligations - Directors have fiduciary duties to act in the best interests of the company, avoiding conflicts of interest and not misappropriating company assets [4][5][6] - Directors must exercise due diligence and care in their roles, ensuring compliance with laws and regulations [5][6] Board Authority - The board has the authority to convene shareholder meetings, execute resolutions, and make decisions on significant company matters, including financial planning and investments [9][10] - The board must approve significant transactions that meet specific thresholds, such as those involving 10% of total assets or market value [10][11] Meeting Procedures - Regular board meetings must be held at least twice a year, with proper notice given to all directors [14][15] - Decisions are made based on majority votes, and specific procedures are in place for handling conflicts of interest during voting [20][21] Documentation and Record-Keeping - Detailed records of meetings must be maintained, including attendance, agenda, and resolutions passed [25][26] - The board is responsible for ensuring that decisions are implemented and may conduct checks on the execution of resolutions [26][27]

General Principles - The rules are established to promote the standardized operation of Anhui Xindong Lian Ke Micro System Co., Ltd. and to enhance the efficiency of shareholder meetings while protecting the legitimate rights and interests of shareholders [2][3] - The shareholder meeting is the highest authority of the company, composed of all shareholders, and may also include non-shareholder directors, senior management, and other invited personnel [2][3] Powers of the Shareholder Meeting - The shareholder meeting has the authority to elect and replace directors, approve the board's reports, and decide on profit distribution and loss compensation plans [5][6] - Decisions regarding capital increases or decreases, bond issuance, mergers, and amendments to the articles of association must be made by the shareholder meeting [5][6] External Guarantees - Certain external guarantees require approval from the shareholder meeting, including guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of the latest audited net assets [3][4] - The approval process for guarantees involving shareholders or related parties requires that the concerned shareholder abstains from voting [4] Financial Assistance Transactions - Financial assistance transactions exceeding 10% of the latest audited net assets must be approved by the board and subsequently submitted to the shareholder meeting for approval [5][6] Major Transactions - Major transactions, such as asset purchases or sales exceeding 50% of the latest audited total assets, require shareholder meeting approval [5][6] Meeting Convening - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, while temporary meetings can be called under specific circumstances [12][13] - Independent directors can propose temporary meetings, and the board must respond within ten days [12][13] Proposals and Notifications - Proposals must fall within the powers of the shareholder meeting and be submitted in writing at least ten days before the meeting [19][20] - Notifications must include details such as meeting time, location, agenda, and the rights of shareholders to attend and vote [22][23] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [43][44] - Shareholders can vote in person or by proxy, and each share carries one vote [46][47] Meeting Records and Other Matters - Meeting records must be maintained, detailing the time, location, attendees, and outcomes of each proposal [66][67] - The rules are to be implemented upon approval by the shareholder meeting and are considered an attachment to the company's articles of association [70][71]

Core Viewpoint - The report outlines the 2025 Restricted Stock Incentive Plan of ChipMotion Technology Co., Ltd., detailing the plan's structure, objectives, and compliance with relevant regulations. Summary by Sections 1. Basic Assumptions - The independent financial advisor's report is based on the assumption that there will be no significant changes in national laws, regulations, or policies, and that all provided materials are true, accurate, complete, and timely [3]. 2. Main Content of the Incentive Plan - The 2025 Restricted Stock Incentive Plan is designed to motivate key personnel, including directors, senior management, and core technical staff, with a total of 320,000 shares to be granted, representing 0.80% of the company's total share capital [4][7]. - The plan includes a distribution of shares among 200 individuals, with 64.50% of the shares allocated to directors and senior management [4][5]. 3. Granting and Vesting Conditions - The plan specifies that the shares will be granted at a price of 56.89 CNY per share, with vesting contingent upon meeting performance targets related to revenue and net profit growth [11][12]. - The vesting period for the shares is set for a maximum of 60 months, with specific performance milestones for each year from 2025 to 2027 [8][15]. 4. Independent Financial Advisor's Opinions - The independent financial advisor confirms that the incentive plan complies with relevant laws and regulations, and the operational procedures are feasible [19]. - The advisor also states that the plan does not harm the interests of the company or its shareholders, and the performance assessment criteria are reasonable and aligned with the company's strategic goals [24][26]. 5. Performance Assessment - The performance targets for the incentive plan include a 30% revenue growth and a 10% net profit growth for the first assessment year, with increasing targets for subsequent years [15][16]. - The assessment will be based on audited financial results, ensuring that the interests of the management are aligned with those of the shareholders [26][27].

Core Points - The internal audit management system aims to enhance internal management and control, ensuring compliance and legality of management actions, providing reliable information for decision-making, and protecting investors' rights [2][3] - The internal audit system is established based on relevant laws and regulations, including the Audit Law of the People's Republic of China and the Shanghai Stock Exchange's self-regulatory guidelines for listed companies [2][3] - The internal audit is defined as an independent and objective supervisory and evaluation activity that promotes the achievement of the company's operational goals [2][3] Internal Audit Structure and Responsibilities - The company establishes an internal audit institution responsible to the board of directors, with dedicated internal audit personnel assigned based on the company's development needs [3][4] - The internal audit institution supervises business activities, risk management, internal controls, and financial information, reporting significant issues directly to the audit committee [3][4] - Internal audit personnel must possess relevant professional knowledge and business capabilities, ensuring independence from the financial department [3][4] Audit Work Duties - The internal audit institution is responsible for evaluating the completeness and effectiveness of internal control systems across the company and its subsidiaries [4][5] - It conducts audits on the legality, compliance, and authenticity of financial documents and economic activities, including financial reports and performance forecasts [4][5] - The internal audit institution must report to the audit committee at least quarterly, detailing the execution of the audit plan and any issues discovered [4][5] Audit Process and Requirements - The internal audit institution must draft an annual audit work plan for approval by the audit committee, ensuring compliance with established procedures [8][9] - Audits typically require prior notification, with specific procedures for conducting audits and documenting findings [8][9] - Internal audit personnel must maintain independence and objectivity, refraining from involvement in decision-making processes of the audited units [9][10] Accountability and Compliance - The company emphasizes the importance of cooperation from all internal departments with the internal audit process [9][10] - Any obstruction or non-compliance by audited units may lead to corrective actions and potential disciplinary measures [10][11] - The internal audit management system is subject to periodic review and modification based on the company's evolving needs and regulatory requirements [11]

Core Viewpoint - The company, Anhui Xindong Link Technology Co., Ltd., has announced a new stock incentive plan involving the issuance of 3.2 million restricted stocks to attract and retain talent, aligning the interests of shareholders, the company, and core team members [1][2][3]. Group 1: Purpose of the Stock Incentive Plan - The stock incentive plan aims to improve corporate governance, establish a long-term incentive mechanism, and create a balanced value distribution system to attract and retain talent [2]. - The plan is designed to align the interests of shareholders, the company, and the core team, promoting long-term development while safeguarding shareholder interests [2]. Group 2: Stock Incentive Plan Details - The total number of restricted stocks to be granted is 3.2 million, accounting for 0.80% of the company's total share capital at the time of the announcement [1][3]. - The initial grant consists of 2.9577 million shares (0.74% of total share capital), while 242,300 shares are reserved for future grants (0.06% of total share capital) [1][3]. Group 3: Stock Source and Grant Conditions - The stocks will be sourced from the company's repurchase from the secondary market or through a directed issuance of A-shares to the incentive recipients [3]. - The incentive plan specifies that the restricted stocks will not confer shareholder rights until they are vested, and they cannot be transferred or used as collateral before vesting [3][5]. Group 4: Eligibility and Distribution of Incentives - Eligible recipients include directors, senior management, core technical personnel, and other individuals deemed necessary for motivation by the board, excluding independent directors and supervisors [5][6]. - The distribution of restricted stocks among recipients is structured to ensure that no individual can receive more than 1% of the total share capital through all incentive plans during the effective period [4][6]. Group 5: Performance Assessment and Vesting Conditions - The performance assessment for the first grant will be based on the company's revenue and net profit growth rates over the years 2025 to 2027, with specific targets set for each year [17][18]. - The vesting of restricted stocks is contingent upon meeting both company-level performance targets and individual performance assessments, with a structured vesting schedule [19][20]. Group 6: Implementation Procedures - The plan requires approval from the board and shareholders, with a clear process for the identification and announcement of eligible recipients [22][23]. - The company will engage independent financial advisors and legal counsel to ensure compliance and assess the plan's impact on shareholder interests [22][23].

Core Points - The company, Anhui Xindong Link Technology Co., Ltd., has proposed a stock incentive plan involving the issuance of 3.2 million restricted stocks, accounting for 0.80% of the total share capital [2][14] - The initial grant will consist of 2.9577 million shares, representing 0.74% of the total share capital, with 129 individuals eligible for the first grant [3][14] - The grant price for the restricted stocks is set at 56.89 yuan per share, with adjustments possible based on corporate actions [3][21] Group 1 - The incentive plan aims to enhance corporate governance, attract and retain talent, and align the interests of shareholders, the company, and core team members [8][12] - The plan will be implemented only after approval from the shareholders' meeting, and the company must complete the grant within 60 days post-approval [5][29] - The plan includes performance-based vesting conditions tied to the company's revenue and net profit growth over the years 2025 to 2027 [22][26] Group 2 - The plan specifies that the restricted stocks cannot be transferred or used as collateral before they vest [2][19] - The company will not provide any financial assistance or loans to the incentive recipients for acquiring the restricted stocks [4][12] - The plan outlines a clear process for determining the eligibility of incentive recipients, excluding independent directors and foreign employees [4][12]