Group 1 - The company has released its 2025 semi-annual report, which includes important financial data and operational results [1][35] - The report indicates that the company has not faced any significant changes in its operational conditions during the reporting period [22] - The company has confirmed that all board members attended the board meeting where the report was approved [3] Group 2 - The company raised approximately RMB 699.99 million through a specific stock issuance, with a net amount of RMB 689.52 million after deducting issuance costs [8] - As of June 30, 2025, the company had a balance of RMB 143.64 million in its special account for the raised funds [12] - The company has established a three-party supervision agreement for the management of the raised funds, ensuring compliance with relevant regulations [10] Group 3 - The company has not experienced any changes in the investment projects funded by the raised capital during the reporting period [21] - There were no instances of using idle raised funds to temporarily supplement working capital [16] - The company has not used any excess raised funds for new projects or to repay bank loans [19] Group 4 - The company is planning to conduct an early election for its board of directors, with the current term ending in December 2025 [24] - The new board will consist of seven members, including four non-independent directors and three independent directors [25] - The company has proposed to cancel its supervisory board, transferring its responsibilities to the audit committee of the board [39][42]

Group 1 - The company intends to reappoint Tianheng Certified Public Accountants as its auditing firm for the year 2025 [2][10] - Tianheng Certified Public Accountants was established on November 4, 2013, and has a total of 85 partners and 386 registered accountants as of the end of 2024 [2][3] - The firm reported total audited revenue of 529.38 million yuan for 2024, with 460.09 million yuan from auditing services and 155.19 million yuan from securities business [3] Group 2 - The project partner for the audit is Mr. Wu Ting, who has been involved in auditing listed companies since 2000 [6] - The signing registered accountant, Ms. Zhao Ye, has been with Tianheng since 2018 and has signed off on two listed companies in the past three years [6][7] - The quality control reviewer, Mr. Zhang Xu, has been with Tianheng since 2008 and has signed and reviewed 11 listed company audit reports in the last three years [6] Group 3 - Tianheng has established a professional risk fund of 24.45 million yuan and has a cumulative insurance compensation limit of 100 million yuan [4] - The firm has not faced civil liability in lawsuits related to its professional conduct in the past three years [4] - Tianheng has received three administrative penalties and six supervisory measures in the last three years, but these do not affect its ability to continue providing securities services [5] Group 4 - The company’s board of directors approved the reappointment of Tianheng on August 15, 2025, and the decision will be submitted to the shareholders' meeting for final approval [12] - The shareholders' meeting is scheduled for September 1, 2025, and will utilize both on-site and online voting methods [18][20] - The meeting will address several resolutions, including the reappointment of the auditing firm and the election of independent directors [21][22] Group 5 - The board has renamed the Strategic Committee to the Strategic and ESG Committee to enhance the company's sustainability management [15][16] - The new committee will incorporate sustainable development responsibilities into its existing duties [16] - The adjustments aim to integrate sustainability into the company's strategic planning and decision-making processes [16]

Group 1 - The company, Helin Micro-Nano, reported a revenue of 439.57889364 million yuan for the first half of 2025, representing a year-on-year growth of 91.53% [1] - The net profit attributable to shareholders of the listed company was 30.68576047 million yuan [1]

Core Viewpoint - Helin Micro-Nano announced the approval of multiple proposals during the 15th meeting of its second supervisory board on the evening of August 15 [2] Group 1 - The company held a supervisory board meeting to discuss and approve various proposals [2]

规章与规则，其任职资格、教育背景、工作经历、业务能力符合公司独立董事任 职要求。 综上，我们同意提名徐岩先生、戚啸艳女士、蒋琰女士为公司第三届董事会 独立董事候选人，并同意将该议案提交公司第二届董事会第十八次会议进行审议。 苏州和林微纳科技股份有限公司董事会提名委员会 女士的个人履历等相关资料，上述独立董事候选人未持有公司股份，与公司控股 股东、实际控制人、其他董事、监事、高级管理人员以及持股 5%以上股东不存 在其他关联关系，不存在《公司法》规定的不得担任公司董事的情形；未被中国 证监会采取证券市场禁入措施；未被证券交易所公开认定为不适合担任上市公司 董事；未受过中国证监会行政处罚和证券交易所公开谴责或通报批评；没有因涉 嫌犯罪被司法机关立案侦查或者涉嫌违法违规被中国证监会立案调查等情形；经 查询不属于失信被执行人，符合有关法律、行政法规、部门规章、规范性文件等 规定的任职 资格和独立性要求。 证券代码：688661 证券简称：和林微纳 公告编号：2025-032 苏州和林微纳科技股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）《上市公司独 立董事管理办法》及《苏州和林微纳科技股份有限公 ...

Core Insights - The company reported a significant increase in revenue and net profit for the first half of 2025, with revenue reaching 4.4 billion RMB, a 91.53% increase compared to the same period last year [2] - The net profit attributable to shareholders was 30.686 million RMB, an increase of 37.823 million RMB year-on-year [2] - The company is actively expanding its product line and enhancing its market presence through participation in international exhibitions and establishing overseas sales and service points [1][2] Financial Performance - Revenue for the reporting period was 4.395789 billion RMB, compared to 2.295102 billion RMB in the same period last year, marking a 91.53% increase [1] - Total profit for the period was 31.9083 million RMB, a significant turnaround from a loss of 12.3669 million RMB in the previous year [1] - Net profit attributable to shareholders was 30.6858 million RMB, compared to a loss of 7.1372 million RMB in the same period last year [1] - The net profit after deducting non-recurring gains and losses was 28.3453 million RMB, an increase from a loss of 13.4233 million RMB year-on-year [1] - The net cash flow from operating activities was 56.6974 million RMB, a substantial increase from 2.1265 million RMB in the previous year [1] Market Expansion and Product Development - The company has completed temperature testing for its automotive-grade 2D MEMS probe cards and launched a high-pin-count MEMS probe card for wafer testing, achieving industry-leading performance metrics [2] - The first batch of probe cards, equipped with 40,000 pins, has been adopted by leading chip manufacturers [2] - The company is committed to continuously launching new products and expanding its product line to meet market demands and provide greater value to customers [2] - The company is also establishing sales and service points in Japan, Switzerland, the United States, and Singapore, while progressing with the construction of its factory in Japan to capture overseas market opportunities [1]

Core Viewpoint - The company has established a management system to regulate external guarantee behaviors, aiming to control risks and protect investors' rights based on relevant laws and regulations [1][2]. Group 1: General Principles - The company defines "external guarantees" as guarantees provided for others, including those for controlling subsidiaries [1][2]. - All directors and senior management must prudently manage and strictly control the debt risks arising from external guarantees [1][2]. - External guarantees must adhere to principles of equality, voluntariness, fairness, integrity, mutual benefit, prudence, legal compliance, and standardized operations [2]. Group 2: Approval Procedures - Any external guarantee must be uniformly managed by the company, and subordinate departments are prohibited from providing guarantees independently [2]. - External guarantees require approval from the board of directors and shareholders' meeting, with specific conditions outlined for when such approvals are necessary [6][19]. - Guarantees exceeding certain thresholds related to net assets or total assets must be submitted for shareholder approval [19]. Group 3: Risk Management - The company is responsible for monitoring the financial health and operational status of the guaranteed parties, including conducting investigations and audits as necessary [5][30]. - After signing a guarantee contract, the finance department must manage and monitor the guarantee and related documents [30][31]. - The company must take necessary measures to recover debts after fulfilling guarantee obligations [9]. Group 4: Information Disclosure - The company is obligated to disclose external guarantee information in accordance with relevant regulations, including details of the guarantees and their impact on financial health [10][11]. - Any department involved in external guarantees must report to the board secretary and provide necessary documentation for disclosure [36]. Group 5: Responsibilities of Personnel - All directors must carefully manage and control debt risks from external guarantees and may bear joint liability for losses from improper guarantees [39][40]. - Individuals who sign guarantee contracts without proper authorization may be held liable for any resulting losses to the company [40][41].

Core Viewpoint - The company aims to enhance its corporate governance structure and ensure the legality, necessity, and fairness of related party transactions to protect the rights of all shareholders, especially minority shareholders [1][2]. Summary by Sections Corporate Governance - The company establishes a system to improve its governance structure, promoting independent and scientific decision-making [1]. - The system is in accordance with the Company Law of the People's Republic of China and the relevant regulations of the Shanghai Stock Exchange [1]. Related Party Transactions - Related party transactions must adhere to principles of honesty, legality, necessity, reasonableness, and fairness [1]. - Written agreements are required for transactions with related parties, ensuring equality and voluntary participation [2]. - Directors and shareholders with any interest in related transactions must abstain from voting [1][4]. Definition of Related Parties - Related parties include individuals or organizations that directly or indirectly control the company, major shareholders, and their close family members [2][3]. - Transactions that fall under related party transactions include asset purchases, investments, and guarantees [2][3]. Approval and Disclosure Requirements - Transactions exceeding 300,000 yuan with related individuals or 1% of the company's total assets or market value must be submitted for board approval and disclosed [3][5]. - Related party transactions must be reviewed by non-related directors, and related directors must abstain from voting [4][6]. Financial Assistance and Pricing - The company is prohibited from providing financial assistance to related parties, except under specific conditions [6][7]. - Pricing for daily related transactions should reference market prices and be mutually agreed upon [7]. Reporting and Compliance - The company must disclose related transactions in its annual and interim reports, and any agreements lasting over three years require re-evaluation [7][8]. - The Shanghai Stock Exchange may classify transactions as related based on substance over form principles, necessitating compliance with disclosure obligations [8].

Group 1 - The company aims to standardize the decision-making process of its board of directors to enhance operational efficiency and scientific decision-making levels [1] - The board of directors is required to hold at least two regular meetings annually [3] - Proposals for regular meetings must be formed after consulting all directors and submitted to the chairman for drafting [4] Group 2 - Temporary meetings can be convened under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights [2][5] - The procedure for proposing a temporary meeting includes submitting a written proposal detailing the proposer’s name, reasons, and specific proposals [2] - The chairman must convene a meeting within ten days of receiving a proposal [2] Group 3 - Board meetings require the presence of more than half of the directors to be valid, and decisions must be approved by a majority [5][10] - Directors are expected to attend meetings in person and may delegate their voting rights under specific conditions [12] - The board has defined decision-making authority for transactions involving significant asset values or profits [15] Group 4 - Meeting notifications must be sent out in advance, with specific content requirements for both regular and temporary meetings [8][9] - Changes to meeting notifications must be communicated at least three days prior to the meeting [9] - Meeting records must be comprehensive and signed by attendees, serving as important documentation for future reference [13][14] Group 5 - The board must ensure that decisions are made within the scope of authority granted by the shareholders and the company’s articles of association [11][15] - Any proposal that is not approved cannot be reconsidered within a month unless significant changes occur [12] - The company is required to disclose board resolutions and significant decisions to the stock exchange promptly [32]

苏州和林微纳科技股份有限公司 第一章 总 则 第一条 为进一步完善苏州和林微纳科技股份有限公司（以下简称"公司" 或"本公司"）的法人治理机构，改善董事会结构，强化对内部董事及经理层的 约束和监督机制，保护中小股东及债权人的利益，促进公司的规范运作，根据《中 华人民共和国公司法》 （以下简称"《公司法》"）、 《上市公司独立董事管理办法》 （以下简称"《独董办法》"）、 《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》等法律、法规、规范性文件及《苏州和林微纳科技股份有限公 司章程》（以下简称"《公司章程》"）等有关规定，并结合公司实际，特制定 本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与其所受聘 的公司及其主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能 影响其进行独立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有诚信与勤勉义务。独立董事应当按 照法律、行政法规、中国证券监督管理委员会（以下简称"中国证监会"）规定、 上海证券交易所业务规则和《公司章程》的规定，认真履行职责，在董事会中发 挥参与决策、监督制衡、专业咨询作用，维护公司整体利益，保护中 ...