安徽芯动联科微系统股份有限公司 信息披露管理制度 第一章 总则 信息披露义务人披露的信息应当同时向所有投资者披露，不得提前向任何单位和 个人泄露。但是，法律、行政法规另有规定的除外。 第二章 信息披露的基本原则 第一条 为规范安徽芯动联科微系统股份有限公司（以下简称"本公司"或"公 司"）及相关信息披露义务人的信息披露行为，加强信息披露事务管理，保护投资者 合法权益，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》） 《上市公司信息披露管理办法》 《上海证券交易所科创 板股票上市规则》 （以下简称《上市规则》）等相关法律、法规、规范性文件以及《安 徽芯动联科微系统股份有限公司章程》 （以下简称《公司章程》）的规定，制定本制度。 第二条 信息披露义务人，是指上市公司及其董事、高级管理人员、股东、实 际控制人，收购人，重大资产重组、再融资、重大交易有关各方等自然人、单位及其 相关人员，破产管理人及其成员，以及法律、行政法规和中国证监会规定的其他承担 信息披露义务的主体。 第三条 公司及相关信息披露义务人应当及时、公平地披露所有对公司股票及 其衍生品种交易价格可能产 ...

General Principles - The document outlines the management system for shares held by directors and senior management of Anhui Xindong Lian Technology Co., Ltd, specifying procedures for shareholding and changes in accordance with relevant laws and regulations [1][2] - This system applies to all shares registered in the names of the company's directors and senior management, including those held through others' accounts and margin trading [1][2] Share Reduction Rules - Directors and senior management can sell shares through stock exchanges or other legally permitted methods, ensuring compliance with laws and disclosure obligations [2][3] - They must not reduce their holdings under certain conditions, such as within one year of the company's stock listing or during investigations by regulatory authorities [4][5] Reporting and Disclosure - Directors and senior management must report personal information to the company and relevant authorities within specified timeframes upon changes in their status or shareholdings [2][3] - Any share reduction must be reported in advance, detailing the number of shares, method, and reasons for the reduction [8][9] Restrictions on Trading - There are specific periods during which directors and senior management are prohibited from buying or selling shares, particularly around the announcement of financial reports or significant corporate events [4][5] - They are also restricted from engaging in margin trading or derivative transactions involving the company's shares [7][10] Compliance and Penalties - The company is responsible for ensuring that directors and senior management do not engage in insider trading and must report any violations to regulatory bodies [10][11] - Violations of the trading rules may result in penalties from the company and potential legal consequences for the individuals involved [11][12]

Core Points - The company, Anhui XDLK Microsystem Corporation Limited, was established as a joint-stock company in accordance with Chinese laws and regulations, with its registration approved by the China Securities Regulatory Commission on May 9, 2023, and it listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on June 30, 2023 [2][3][4] - The registered capital of the company is RMB 400.71566 million, and it aims to become a leader in high-performance sensors through continuous innovation and research and development [3][4][5] - The company is engaged in the development, transfer, and sales of MEMS projects and related components, as well as microelectronic devices and sensor application systems [4][5] Company Structure - The company operates as a permanent joint-stock company, with the general manager serving as the legal representative [3][4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3][4] - The company has established a legal framework that governs the rights and obligations of shareholders, directors, and senior management [3][4][5] Share Issuance and Management - The company has issued a total of 405.71566 million shares, all of which are ordinary shares with a par value of RMB 1 per share [5][6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same class [5][6] - The company is restricted from providing financial assistance for the acquisition of its shares, except under specific conditions approved by the shareholders' meeting [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in meetings, supervise the company's operations, and transfer their shares in accordance with the law [10][11] - The company has established rules for the transfer of shares, including restrictions on the transfer of shares held by directors and senior management during their tenure [10][11][12] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [15][16] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for convening and conducting these meetings [47][48] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [51][52] - Shareholders holding more than 10% of the shares can request the board to convene an extraordinary meeting, and if the board fails to do so, they can convene the meeting themselves [54][55]

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]