江苏卓胜微电子股份有限公司 关于为全资子公司提供担保的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 江苏卓胜微电子股份有限公司（以下简称"公司"）于 2025 年 3 月 28 日召开 第三届董事会第十次会议，审议通过了《关于拟为全资子公司向银行申请授信并 提供担保的议案》，同意公司为全资子公司无锡芯卓湖光半导体有限公司（以下 简称"芯卓湖光"）向银行及其他金融机构申请总额不超过人民币 20 亿元的综合 授信额度，并为其提供相应的担保。本次担保额度的有效期为自董事会审议通过 之日起 12 个月，具体内容详见公司在巨潮资讯网披露的《关于拟为全资子公司 向银行申请授信并提供担保的公告》（公告编号：2025-022）。 证券代码：300782 证券简称：卓胜微 公告编号：2025-064 一、担保情况概述 二、担保进展情况 近日，公司签订了以下对外担保合同： 1、与工银金融租赁有限公司签订了《保证合同》，约定为芯卓湖光与工银 金融租赁有限公司签订的融资租赁合同提供 1.00 亿元的担保保证。 2、与国家开发银行江苏省分行签订了《保证合同》，约定为芯卓湖光 ...

证券代码：300782 证券简称：卓胜微 公告编号：2025-063 江苏卓胜微电子股份有限公司 监事会关于公司 2025 年限制性股票激励计划授予激励对象名单 的公示情况说明及核查意见 本公司及监事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 江苏卓胜微电子股份有限公司（以下简称"公司"）于 2025 年 6 月 30 日召 开第三届董事会第十二次会议及第三届监事会第十二次会议，审议通过了《关于 公司<2025 年限制性股票激励计划（草案）>及其摘要的议案》。 根据《上市公司股权激励管理办法》（以下简称"《管理办法》"）《深圳证券 交易所创业板股票上市规则》（以下简称"《上市规则》"）《深圳证券交易所创业 板上市公司自律监管指南第 1 号——业务办理》（以下简称"《自律监管指南 1 号》"）等相关法律、法规及规范性文件和《江苏卓胜微电子股份有限公司章程》 （以下简称"《公司章程》"）的规定，公司于 2025 年 7 月 2 日至 2025 年 7 月 11 日期间对 2025 年限制性股票激励计划（以下简称"本次激励计划"）拟激励对象 的姓名和职务在公司内部进行了公示 ...

Core Viewpoint - Wuxi has transformed from a historical industrial city to a modern manufacturing powerhouse through the integration of industry and finance, supported by government policies and local investment institutions [9][10][17]. Group 1: Industrial Development - Wuxi has 211 listed companies, with 124 on the A-share market, contributing significantly to Jiangsu province's economy despite a population of less than 8 million [8]. - The city has developed a "465" modern industrial cluster focusing on IoT, integrated circuits, biomedicine, and software services, producing leading companies like WuXi AppTec and Changdian Technology [8][10]. - Wuxi's industrial evolution is marked by the establishment of key enterprises and the active role of state-owned investment institutions in nurturing these companies [10][11]. Group 2: Financial Integration - Local financial institutions have played a crucial role in supporting industrial growth, with Wuxi's state-owned investment firms actively participating in venture capital and equity investments [10][12]. - Wuxi Venture Capital Group, established in 2000, has invested in numerous companies, with 45 of its portfolio companies listed on domestic A-shares, including 13 on the Sci-Tech Innovation Board [11][12]. - The city has created a comprehensive financial ecosystem that includes various funding stages, from seed to private equity, facilitating the growth of over 110 listed companies [12][16]. Group 3: Policy Support - The local government has shifted from a leading role to a guiding one, providing essential support for companies navigating the capital market [17][18]. - Wuxi has implemented policies to promote mergers and acquisitions, with 15 projects completed in the first quarter of 2023, totaling 369.29 billion yuan [18][20]. - The city aims to become a hub for innovative mergers and acquisitions by 2027, with a target of completing at least 60 projects and achieving a total transaction volume exceeding 600 billion yuan [19][20].

Group 1 - The company held its 12th meeting of the third Supervisory Board on June 30, 2025, with all three supervisors present, complying with relevant laws and regulations [1] - The Supervisory Board approved the adjustment of the 2025 plan for issuing A-shares to specific targets, including a reduction in the total amount of funds to be raised from 350 million yuan to 347.5 million yuan [2][3] - The number of shares to be issued was adjusted from a maximum of 160,364,259 shares to 160,457,680 shares, reflecting the increase in the company's share capital [2] Group 2 - The company also approved the adjustment of the feasibility analysis report for the use of funds raised from the A-share issuance, which is now aligned with the revised fundraising plan [5][6] - The Supervisory Board agreed to increase the trading limit for financial derivatives in 2025 to enhance the company's ability to manage foreign exchange risks [7] - The company made adjustments to the 2024 restricted stock incentive plan, ensuring compliance with relevant regulations and protecting shareholder interests [8][9] Group 3 - The company approved the draft of the 2025 restricted stock incentive plan, which aims to align the interests of shareholders and management, and is subject to shareholder meeting approval [10][11] - The Supervisory Board verified the eligibility of the individuals included in the incentive plan, confirming they meet all legal and regulatory requirements [11]

Meeting Information - The company will hold the second extraordinary general meeting of shareholders on July 16, 2025, at 14:00 [1] - The meeting will include both on-site and online voting options, with specific time slots for each [1] - Shareholders must be registered by the close of trading on July 11, 2025, to participate [1] Voting Procedures - Shareholders can vote either in person or through the Shenzhen Stock Exchange's online voting system [1] - Each voting right can only be exercised through one method, either on-site or online [1] - Specific proposals will require a two-thirds majority for approval, and certain proposals will be counted separately for minority investors [1] Agenda Items - The meeting will discuss several proposals, including the draft of the 2025 Restricted Stock Incentive Plan and related matters [1] - Proposals 1.00, 2.01, 2.02, 4.00, 5.00, and 6.00 are special resolutions requiring a two-thirds majority [1] - Proposals affecting minority investors will be counted separately [1] Registration and Attendance - Legal representatives of corporate shareholders must provide specific documentation to register for the meeting [1] - Individual shareholders must present their identification and may authorize a representative to attend on their behalf [1] - Remote shareholders can register via mail or fax, with a deadline of July 15, 2025, at 17:00 [1] Additional Information - The company has provided detailed instructions for online voting and registration forms for attendees [2][3] - The company emphasizes the importance of accurate voting and registration to ensure shareholder participation [2][3]

Group 1 - The core viewpoint of the articles is that Jiangsu Zhuosheng Microelectronics Co., Ltd. has received written review opinions from its supervisory board regarding the adjustment of the plan to issue A-shares to specific targets in 2025, confirming that the plan does not harm the interests of the company and its shareholders, especially minority shareholders [1][2][3] - The revised plan for the issuance of A-shares has been thoroughly analyzed and deemed necessary and feasible, aligning with the company's development strategy and benefiting all shareholders [2] - The fundraising from this issuance is expected to enhance the company's core competitiveness and will not harm the interests of the company and its shareholders, particularly minority shareholders [2] Group 2 - The issuance plan requires approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission before implementation [3]

Core Viewpoint - Jiangsu Zhaosheng Microelectronics Co., Ltd. plans to issue A-shares to specific targets, which may dilute immediate returns for shareholders, but the company has committed to measures to mitigate this impact [1][3][12]. Financial Impact Analysis - The company estimates that the issuance will increase the total share capital from 53,452.87 million shares to 69,531.66 million shares, depending on various profit scenarios for 2025 [1][2]. - Under three hypothetical scenarios regarding net profit changes, the basic earnings per share (EPS) could decrease from 0.75 yuan to as low as 0.52 yuan [1][2]. Necessity and Rationality of the Issuance - The issuance is deemed necessary to enhance supply chain security, improve technological capabilities, and protect core intellectual property, thereby strengthening the company's competitive position [3][4]. - The investment projects align with national development strategies and market trends, leveraging the company's long-term advantages in market position and technology [3][4]. Relationship with Existing Business - The funds raised will be used for expanding RF chip manufacturing and supplementing working capital, directly enhancing the company's core business capabilities [4][5]. - The company has a strong technical foundation in RF integrated circuits, with a focus on innovation and R&D to maintain competitive advantages [5][6]. Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance operational efficiency and profitability through the timely execution of investment projects [10][11]. - Strict management of raised funds will be implemented to ensure they are used effectively for designated projects, minimizing risks associated with fund usage [9][10]. Commitment from Management and Control - The board and senior management have committed to fulfilling the measures to compensate for the dilution of immediate returns, ensuring shareholder interests are protected [12][13]. - The actual controllers of the company have also made commitments to uphold these measures and not interfere with the company's management [13][14].

Group 1 - The company plans to increase its financial derivatives trading business to mitigate risks associated with foreign exchange market fluctuations due to changes in domestic and international trade policies and economic development [1] - The financial derivatives to be traded include forward contracts, swaps, options, and other mixed financial instruments [1] - The total trading limit for the financial derivatives business is set at no more than RMB 1 billion (or equivalent foreign currency), with an authorization period of 12 months from the board's approval [1][2] Group 2 - The company will use idle self-owned funds for the financial derivatives trading, ensuring that it does not affect normal business operations and effectively controls risks [2] - The company has established a management system for securities investment, futures, and derivatives trading, which includes internal control measures and risk prevention strategies [3][4] - The financial derivatives trading will be conducted with reputable financial institutions that have the necessary qualifications, thereby minimizing legal risks [3] Group 3 - The company has outlined specific accounting policies and measurement standards for the financial derivatives trading in accordance with relevant accounting regulations [4] - The increase in financial derivatives trading capacity aligns with the company's operational needs and aims to prevent adverse impacts from foreign exchange rate fluctuations [4] - The company has implemented a clear management structure and responsibilities to enhance risk response speed while controlling risks effectively [3][4]

Core Points - Jiangsu Zhuosheng Microelectronics Co., Ltd. has revised its articles of association, including changes to the registered capital and terminology used within the document [1][2][3] - The registered capital has increased from RMB 534.547532 million to RMB 534.858936 million [1][2] - The company aims to maintain the legal rights of shareholders and creditors while regulating its organization and behavior according to relevant laws [1][2] Summary by Sections Article Revisions - The terms "shareholders' meeting" has been changed to "shareholders' assembly," and other minor terminology adjustments have been made throughout the articles [1][2] - Non-substantive revisions, such as punctuation and numbering adjustments, are not listed in detail [1] Company Mission and Vision - The company's mission is to "become a global information connection physical resource platform enabler and builder," emphasizing technological innovation and customer satisfaction [1][2] - The core values include "integrity and diligence," aiming for excellence in service delivery [1][2] Share Capital and Stock Issuance - The total number of shares has increased from 534.547532 million to 534.858936 million, all classified as ordinary shares [2][3] - The issuance of shares will adhere to principles of openness, fairness, and justice, ensuring equal rights for all shareholders [1][2] Financial Assistance and Capital Increase - The company or its subsidiaries are prohibited from providing financial assistance for acquiring shares, except under specific conditions approved by the shareholders' assembly [2][3] - The company can increase capital through various methods, including public offerings and private placements, as decided by the shareholders' assembly [2][3] Shareholder Rights and Obligations - Shareholders have rights to dividends, participation in meetings, and the ability to supervise company operations [3][4] - Shareholders are obligated to comply with laws and the articles of association, and they cannot withdraw their capital except as legally permitted [6][7] Governance and Decision-Making - The shareholders' assembly is the company's governing body, responsible for major decisions such as approving financial reports, capital changes, and amendments to the articles of association [7] - The assembly's decisions must comply with legal and regulatory requirements, and any violations can be challenged in court [4][5]

证券代码：300782 证券简称：卓胜微 公告编号：2025-057 江苏卓胜微电子股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 ）于 2025 年 6 月 30 日召开 江苏卓胜微电子股份有限公司（以下简称"公司" 的第三届董事会第十二次会议审议通过了《关于变更公司注册资本及修订 <公司章> 程>的议案》 《关于提名第三届董事会非独立董事候选人的议案》 ，现将有关情况公 告如下： 一、本次增加董事会人数的情况说明 根据《中华人民共和国公司法》等相关法律法规及规范性文件的最新规定， 结合公司实际情况和未来发展需要，为进一步优化治理结构，提高董事会决策的 科学性、有效性，公司拟将董事会由 7 名董事调整为 9 名董事，新增 1 名职工 代表董事并补选 1 名非独立董事。 二、补选第三届董事会非独立董事的情况说明 经公司第三届董事会提名委员会审核并经慎重讨论，公司董事会提名叶世芬 先生为公司第三届董事会非独立董事候选人（简历详见附件），在股东大会审议 通过《关于变更公司注册资本及修订 <公司章程> 的议案》叶世芬先生卸任监事职 务后担任公司第三届董 ...