Core Points - The article outlines the fundraising management system of Shenzhen Lihe Microelectronics Co., Ltd, emphasizing the protection of investor rights and compliance with relevant laws and regulations [4][22] - The company must ensure that fundraising funds are not misappropriated or used for improper benefits by major shareholders [2][8] - The management of fundraising funds must be conducted through designated special accounts, with strict oversight and reporting requirements [3][5] Fundraising Management - The company is required to open special accounts for fundraising, ensuring that funds are stored separately and not used for other purposes [3][5] - Any excess funds raised beyond the planned amount must also be managed within these special accounts [3][18] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank holding the funds [5][6] Fund Usage - Fundraising funds should primarily be used for the company's main business and must align with national industrial policies [6][9] - The company must avoid using funds for financial investments or providing funds to major shareholders or related parties [8][9] - Any changes in the use of funds must be approved by the board of directors and disclosed to shareholders [20][21] Project Management - The company must ensure that fundraising projects are implemented according to the planned schedule, with any delays reported to the board [7][9] - If a project is deemed unfeasible, the company must reassess its viability and disclose the findings in annual and semi-annual reports [9][20] - The company can temporarily use idle funds for cash management, provided it does not affect the normal progress of fundraising projects [10][12] Reporting and Oversight - The company must provide accurate and complete disclosures regarding the actual use of fundraising funds [20][21] - Annual audits must be conducted by an accounting firm to verify the management and use of funds [20][21] - The underwriter or independent financial advisor is responsible for ongoing supervision and must report any irregularities to the relevant authorities [21][29]

Core Points - The internal audit system aims to enhance and standardize the internal audit work of the company, ensuring the protection of investors' rights and interests [2] - 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 and completeness of financial information [2] - The board of directors is responsible for establishing and implementing the internal control system, ensuring the accuracy and completeness of related information disclosures [2] Chapter 1: General Principles - The internal audit system is based on various laws and regulations, including the Audit Law of the People's Republic of China and relevant guidelines from the Shanghai Stock Exchange [2] - Internal control aims to ensure legal compliance, asset security, and the authenticity of financial reporting [2] Chapter 2: Establishment of Internal Audit Institutions - The board of directors establishes an audit committee composed of independent directors, with the audit department reporting to this committee [3] - The audit department must maintain independence and not be under the financial department's leadership [3] Chapter 3: Responsibilities, Authority, and General Requirements of Internal Audit - The audit committee oversees the audit department's work, reviews annual audit plans, and evaluates audit results [4] - The audit department is responsible for assessing the completeness and effectiveness of internal controls and auditing financial data for legality and compliance [4] Chapter 4: Specific Implementation of Internal Audit - The audit department must submit an annual audit work plan two months before the end of each accounting year, focusing on significant external investments and transactions [6] - Internal audit should cover all business segments related to financial reporting and information disclosure [7] Chapter 5: Information Disclosure - The audit committee must issue an annual internal control evaluation report based on the audit department's findings [12] - The company must disclose the internal control evaluation report alongside its annual report [14] Chapter 6: Supervision and Management - The company establishes an incentive and restraint mechanism for the audit department to evaluate performance [15] - Internal audit personnel are protected from retaliation for performing their duties [15] Chapter 7: Supplementary Provisions - The internal audit system becomes effective upon approval by the board of directors [16] - Any inconsistencies between this system and national laws will be governed by the relevant laws [16]

累积投票制实施细则 深圳市力合微电子股份有限公司 累积投票制实施细则 第一章 总则 累积投票制实施细则 第三章 累积投票制的投票原则 第十三条 股东会对董事候选人进行表决时，每位股东拥有的表决权等于其持 有的股份数乘以应选举董事人数之积。 第一条 为了进一步完善深圳市力合微电子股份有限公司（以下简称"公 司"）法人治理文件，规范公司董事的选举，保证所有股东充分行 使权利，维护中小股东利益，根据中国证监会《中华人民共和国公 司法》《中华人民共和国证券法》《上市公司治理准则》《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》《深 圳市力合微电子股份有限公司章程》（以下简称"《公司章 程》"）及其他有关规定，特制定本实施细则。 第二条 公司股东会选举两名及以上董事时，应采取累积投票制。 第三条 本实施细则所称累积投票制，是指公司股东会在选举董事时采用的 一种投票方式。即公司选举董事时，有表决权的每一股份拥有与应 选董事人数相同的表决权，股东拥有的表决权可以集中使用。 第四条 本实施细则所称的"董事"包括独立董事和非独立董事，但不包括 由职工代表担任的董事。由职工代表担任的董事（如有）由公司职 工通 ...

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of information disclosure [1][2][3] Group 1: Purpose and Scope - The system aims to improve the management of information disclosure, ensuring fairness and increasing the responsibility awareness of those involved in annual report disclosures [1][2] - It applies to the company's directors, senior management, subsidiary heads, and other personnel related to annual report disclosures [2][3] Group 2: Responsibilities and Errors - Significant errors in annual report disclosures include major accounting mistakes, substantial errors or omissions in the annual report, and significant discrepancies in performance forecasts [3][4] - The company emphasizes strict adherence to national laws, regulations, and internal control systems to ensure accurate financial reporting [2][3] Group 3: Accountability Principles - The accountability system follows principles of objectivity, accountability for errors, and the correlation between power and responsibility [2][3] - The company’s securities department is responsible for collecting relevant materials and proposing handling plans for accountability [3][4] Group 4: Consequences of Errors - Specific circumstances warrant accountability, including violations of laws and regulations leading to significant errors in disclosures [4][5] - The company outlines standards for recognizing significant discrepancies in performance forecasts and interim reports, with a threshold of 10% for financial data discrepancies [5][6] Group 5: Forms of Accountability - Accountability measures may include corrective actions, internal criticism, demotion, or termination of employment [6][7] - The company will consider the context of the errors when determining the severity of the consequences [7][8] Group 6: Implementation and Review - The system will also apply to quarterly and semi-annual report disclosures, ensuring consistency in accountability practices [8][9] - The board of directors is responsible for the formulation, interpretation, and modification of this accountability system [9]

Core Points - The document outlines the insider information management system of Shenzhen Lihe Microelectronics Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations [3][4][5]. Group 1: Insider Information Management - The management of insider information is the responsibility of the board of directors, with the board secretary organizing its implementation [3]. - Any department or individual must not disclose insider information without board approval, and all external communications must be reviewed by the board secretary [3][4]. - Insider information includes significant changes in business policies, major investments, undisclosed financial reports, and other critical events that could impact stock prices [3][4][5]. Group 2: Insider Information Persons - Insider information persons are defined as individuals who can access insider information before it is publicly disclosed, including company directors, senior management, and significant shareholders [4][5]. - The company must maintain accurate records of insider information persons, including their identities, roles, and the nature of the insider information they are privy to [9][10]. - The company is required to report insider information persons to the Shanghai Stock Exchange in a timely manner, especially during significant corporate events [10][12]. Group 3: Confidentiality and Accountability - Insider information persons are obligated to keep the information confidential and are prohibited from trading company stocks based on insider information [25][28]. - The company will impose penalties on individuals who leak insider information or engage in insider trading, including potential criminal prosecution [29][30]. - The board of directors is responsible for ensuring the accuracy and completeness of insider information records and must report any violations to regulatory authorities [30][31].

防范主要股东及关联方占用公司资金制度 深圳市力合微电子股份有限公司 防范主要股东及关联方占用公司资金制度 第一章 总 则 第一条 为了建立防止主要股东及关联方占用深圳市力合微电子股份有限公司 （以下简称"公司"）资金的长效机制，杜绝主要股东及关联方资金占用行为的发 生，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》 《上海证券交易所科创板股票上市规则》 （以下简称" 《股票上市规则》"） $$\langle\!\!\!\perp\!\!\!\!\perp$$ （以下简称"《规范运作指引》"）等相关 市公司监管指引第 8 号——上市公司资金往来、对外担保的监管要求》《科创板上 市公司自律监管指引第 1 号——规范运作》 规定及《深圳市力合微电子股份有限公司章程》（以下简称"《公司章程》"），制定 本制度。 第二条 公司董事和高级管理人员有维护公司资金安全的义务。 第三条 本制度所称"关联方"，是指根据相关法律、法规和《股票上市规则》 《企业会计准则第 36 号——关联方披露》所界定的关联方，包括关联法人和关联 自然人。纳入公司合并会计报表范围的子公司与公司关联方之间进行的资金往 ...

Core Points - The article outlines the external guarantee decision management system of Shenzhen Lihe Microelectronics Co., Ltd, emphasizing strict control over debt risks associated with external guarantees [1][2][3] - The system requires board or shareholder approval for external guarantees, with specific thresholds for when such approvals are necessary [2][3][4] - The company must ensure compliance with relevant laws and regulations, including the Company Law, Securities Law, and the company's own articles of association [1][2][3] Group 1 - External guarantees must be reviewed and approved by the board of directors or shareholders, with at least two-thirds of directors present agreeing to the decision [2][3] - Guarantees exceeding 10% of the company's latest audited net assets or 30% of total assets require shareholder approval [2][3][4] - The company must obtain counter-guarantees from the primary shareholder or related parties when providing guarantees [4][5] Group 2 - The application process for external guarantees includes a thorough review of the applicant's creditworthiness and financial status [5][6][7] - The financial department is responsible for managing and tracking all external guarantee matters, ensuring compliance with disclosure obligations [10][11][12] - The company must maintain detailed records of all guarantee-related documents and conduct ongoing monitoring of the financial health of the guaranteed parties [10][11][12]

Core Viewpoint - The external investment management measures of Shenzhen Lihua Microelectronics Co., Ltd. aim to enhance the corporate governance structure, standardize investment decision-making processes, and ensure the legality and safety of the company's investments [1][8]. Group 1: General Principles of External Investment - External investment refers to various forms of investment activities and project exit behaviors, including equity investments, project cooperation, stock and fund investments, and debt investments [1]. - The principles of external investment include compliance with national laws, alignment with the company's development strategy, and adherence to a risk management system [1]. Group 2: Investment Decision Authority - Investment projects require approval from the shareholders' meeting, board of directors, and general manager based on their respective authority levels [1]. - Specific thresholds for investment that require shareholder approval include transactions involving assets exceeding 50% of the company's total audited assets or transaction amounts exceeding 50% of the company's market value [1][4]. Group 3: Procedures for Investment in Core Business - Investment suggestions related to the core business must be proposed in writing by shareholders, directors, senior management, and relevant departments [12]. - The general manager is responsible for organizing the review of investment proposals and preparing feasibility reports for board approval [12][20]. Group 4: Responsibilities and Supervision - The board of directors and general manager must regularly monitor the progress and effectiveness of major investment projects, holding responsible parties accountable for any deviations from planned investments or expected returns [35][36]. - The audit committee has the authority to supervise the company's investment activities, ensuring compliance with established procedures [36][37].

Core Points - The article outlines the decision-making system for related party transactions of Shenzhen Lihe Microelectronics Co., Ltd, ensuring fairness and transparency in transactions to protect the rights of the company and non-related shareholders [5][6][12] Group 1: Related Party Definition - Related parties include individuals or entities that have significant control or influence over the company, such as shareholders holding more than 5% of shares, directors, and senior management [4][5][6] - The definition of related parties also extends to family members of the aforementioned individuals, as well as entities controlled by them [5][6] Group 2: Transaction Types - Related party transactions encompass various types of dealings, including asset purchases or sales, investments, project transfers, and financial guarantees [6][7] - The company must ensure that pricing methods for these transactions are clearly defined and fair [6][7] Group 3: Decision-Making Procedures - The decision-making process for related party transactions requires written contracts and adherence to principles of equality, voluntariness, and fair compensation [6][9] - Transactions exceeding certain monetary thresholds must be approved by the board of directors and may require shareholder approval [10][11] Group 4: Disclosure Requirements - The company is obligated to disclose related party transactions in accordance with stock exchange regulations, including details about the nature of the transaction, pricing, and the parties involved [13][15] - Annual and semi-annual reports must summarize related party transactions, and any significant changes must be disclosed promptly [13][15] Group 5: Exemptions and Special Cases - Certain transactions may be exempt from the usual approval and disclosure requirements, such as those involving public offerings or transactions at government-set prices [14][15] - The company must maintain records of related party transaction decisions for a period of twenty years [15][16]

| 深圳市力合微电子股份有限公司2025 年半年度报告摘要 | | | | --- | --- | --- | | 公司代码:688589 公司简称：力合微 公告编号：2025-043 | | | | 债券代码:118036 债券简称：力合转债 | | | | 深圳市力合微电子股份有限公司 | | | | 深圳市力合微电子股份有限公司2025 年半年度报告摘要 | | | | 第一节 重要提示 | | | | 规划，投资者应当到 www.sse.com.cn 网站仔细阅读半年度报告全文。 | | | | 公司已在本报告中详细描述可能存在的风险，敬请查阅本报告第三节"管理层讨论与分析"之 | | | | "四、风险因素"中的内容。 | | | | 虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 | | | | 无 | | | | □适用 √不适用 | | | | 第二节 公司基本情况 | | | | 公司股票简况 | | | | 公司股票简况 | | | | 股票种类 股票上市交易所 股票简称 股票代码 | | 变更前股票简称 | | 上海证券交易所科 | | | | A股 力合微 688589 ...