General Provisions - Jiangsu Maxscend Microelectronics Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 25 million shares on May 24, 2019, and was listed on the Shenzhen Stock Exchange on June 18, 2019 [1][2] - The registered capital of the company is RMB 534.858936 million [1][2] Business Objectives and Scope - The company's mission is to be a practitioner of technology, exploring the boundaries of physical resources and expanding human access to information [3] - The business scope includes integrated circuit production, technology research and development, technical services, and import-export business [3] Shares - The company's shares are issued in the form of stocks, with each share having equal rights [4][6] - The total number of shares issued at the establishment of the company was 75 million, with a par value of RMB 1 per share [4][6] - The company has issued 534.858936 million shares, all of which are ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and supervise the company's operations [10][11] - Shareholders are required to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [14][15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [18][19] - Shareholder meetings can be convened by the board of directors or by shareholders holding more than 10% of the shares [20][21] - The notice for shareholder meetings must include the time, place, and agenda, and must be sent out in advance [23][24] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [29] - Shareholders can exercise their voting rights in person or through proxies, and each share carries one vote [29][30]

Core Viewpoint - The document outlines the information disclosure management measures for Jiangsu Zhuosheng Microelectronics Co., Ltd., emphasizing the importance of timely, accurate, and complete disclosure of information that may significantly impact the company's stock price and trading activities [1][2][3]. Group 1: Information Disclosure Principles - The basic principles of information disclosure include timely disclosure of all significant information, ensuring the information is true, accurate, complete, and easy to understand, treating all investors fairly, and actively disclosing information that may affect investment decisions [2][3][4]. - Fair information disclosure requires that all investors receive the same information simultaneously, prohibiting selective disclosure to specific parties [3][4]. Group 2: Disclosure Requirements - The company must disclose various types of information, including prospectuses, periodic reports, resolutions from the board and shareholders' meetings, changes in senior management, and significant shareholder changes [4][5][6]. - If there are circumstances that allow for deferral or exemption of disclosure, the company must exercise caution and ensure compliance with relevant regulations [5][6]. Group 3: Management of Disclosure - The chairman of the board is the primary responsible person for information disclosure, while the board secretary manages the disclosure affairs [9][10]. - Any insider must not disclose or leak undisclosed information before it is legally disclosed, and the company must report any significant events that may impact stock trading promptly [10][11]. Group 4: Reporting and Auditing - The company must ensure that periodic reports are prepared and disclosed within specified timeframes, with financial reports audited by qualified accounting firms [9][10][11]. - If there are significant changes in expected performance or financial status, the company must issue performance forecasts within one month after the end of the accounting year [11][12]. Group 5: Handling of Major Events - The company must disclose major events that could significantly impact stock trading prices immediately, detailing the cause, current status, and potential effects [12][13]. - In cases of abnormal trading or media reports that may affect stock prices, the company must investigate and clarify the situation promptly [13][14]. Group 6: Confidentiality and Internal Controls - The company must implement confidentiality agreements with individuals who have access to undisclosed information, ensuring strict adherence to confidentiality before public disclosure [24][25]. - An internal audit system must be established to oversee financial management and accounting practices, with regular reports to the audit committee [26][27].

Core Viewpoint - Jiangsu Zhaosheng Microelectronics Co., Ltd. plans to implement a restricted stock incentive plan for 2025 to enhance corporate governance, establish a long-term incentive mechanism, and attract and retain talent, aiming to improve performance and achieve strategic goals [1][2]. Group 1: Assessment Objectives and Principles - The purpose of the assessment is to improve corporate governance and ensure the successful implementation of the restricted stock incentive plan, maximizing the effectiveness of equity incentives to achieve long-term strategic goals [1]. - The assessment must adhere to principles of fairness, openness, and impartiality, linking the incentive plan closely with the performance and contributions of the incentivized individuals [2]. Group 2: Assessment Scope and Institutions - The assessment applies to all incentivized individuals determined by the Compensation and Assessment Committee and approved by the Board of Directors, including mid-level management and key technical personnel [2]. - The Compensation and Assessment Committee leads and reviews the assessment work, while a working group composed of the Securities Investment Department, Human Resources Department, and Finance Department is responsible for the implementation [2]. Group 3: Assessment Indicators and Standards - The assessment period for the incentive plan spans three accounting years from 2025 to 2027, with performance targets based on revenue growth rates compared to the average revenue from 2020 to 2024, which is set at 399.3676 million yuan [2]. - Specific annual revenue growth targets are set for each year: 20.18% for 2025, 40.21% for 2026, and 65.25% for 2027, with corresponding trigger values for performance evaluation [2]. Group 4: Assessment Procedures and Results Management - The Human Resources Department is responsible for the specific assessment work under the guidance of the Compensation and Assessment Committee, maintaining records and submitting performance reports [2][3]. - Individuals assessed have the right to understand their results and can appeal through the Human Resources or Securities Investment Departments if there are disputes, with a review process established by the Compensation and Assessment Committee [3].

江苏卓胜微电子股份有限公司 第一章 总则 第一条 为规范江苏卓胜微电子股份有限公司（以下简称"公司"）关联交易行为，保证关联 交易的公平合理，维护公司及公司全体股东的合法权益，根据《中华人民共和国公司法》《中华人民共 和国证券法》《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 所上市公司自律监管指引第7号——交易与关联交易》等现行相关的法律、法规及《江苏卓胜微电子股 份有限公司章程》（以下简称"《公司章程》"）的相关规定，制定本制度。 第二条 关联交易是指公司及其控股子公司与关联人发生的转移资源或义务的事项，不论是否 收受价款。 第二章 关联人和关联关系 第三条 公司关联人包括关联法人和关联自然人。 第四条 具有下列情形之一的法人或其他组织，为公司的关联法人： （一） 直接或间接地控制本公司的法人或其他组织； （二） 由前项所述主体直接或间接控制的除公司及其控股子公司以外的法人或其他组织； （三） 本制度第五条所列的关联自然人直接或间接控制的、或担任董事（不含同为双方的独立 董事）、高级管理人员的，除公司及其控股子公司以外的法人或其他组织； （四） 持有公司5%以上股份的法人或 ...

Core Viewpoint - The company establishes a comprehensive investor relations management system to enhance communication with investors, protect their rights, and improve corporate governance and overall value [1][2]. Group 1: Principles of Investor Relations Management - Compliance Principle: The company must conduct investor relations activities in accordance with laws, regulations, and internal rules [2]. - Equality Principle: All investors, especially retail investors, should be treated equally and provided with opportunities to participate [2]. - Proactivity Principle: The company should actively engage in investor relations and respond to investor feedback [2]. - Honesty and Integrity Principle: The company must maintain integrity and responsibility in its investor relations activities [2]. Group 2: Content and Methods of Investor Relations Management - Key Communication Topics: The company will communicate on development strategies, legal disclosures, management information, ESG information, corporate culture, shareholder rights, investor feedback, risks, and other relevant information [4]. - Multi-Channel Approach: The company will utilize various platforms such as the official website, new media, and investor education bases to facilitate communication [5]. - Information Disclosure: Mandatory disclosures must be made through designated newspapers and websites, and the company must avoid using promotional materials to influence media reporting [6][7]. Group 3: Organization and Implementation of Investor Relations Management - Responsibilities: The board secretary is responsible for coordinating investor relations, while the securities department manages investor relations activities [17][18]. - Internal Coordination: The company must establish a mechanism for collecting and sharing information across departments to support investor relations [19]. - Training: Regular training will be provided to key personnel involved in investor relations to ensure they are knowledgeable and compliant [23]. Group 4: Compliance and Record-Keeping - Prohibited Actions: The company must not disclose undisclosed significant information, provide misleading information, or discriminate against minority shareholders [24]. - Support for Investor Rights: The company should actively support investors in exercising their rights and cooperating with investor protection organizations [25]. - Record Management: The company will maintain a database of investor relations activities for a minimum of three years [26].

Core Viewpoint - The company has established a set of regulations to govern its external financial assistance activities, aiming to mitigate financial risks and enhance the quality of information disclosure while ensuring the protection of shareholders' rights [1][2]. Group 1: Financial Assistance Regulations - The term "external financial assistance" refers to the company's provision of funds or loans to external parties, with exceptions for certain shareholders [1]. - The company must adhere to principles of equality, voluntariness, and fairness when providing financial assistance [1]. - Financial assistance to related parties is prohibited under specific regulations [1][2]. Group 2: Approval Procedures - Financial assistance must be approved by the board of directors or the shareholders' meeting [2][3]. - Certain financial assistance matters require board approval before being submitted to the shareholders' meeting, particularly if they exceed 10% of audited net assets [2][3]. - A two-thirds majority of attending directors is required for approval, and related directors must abstain from voting [2][3]. Group 3: Evaluation and Disclosure - The board must evaluate the reasons for financial assistance, including the asset quality and credit status of the recipient [3]. - Independent financial advisors must provide opinions on the legality and fairness of the financial assistance [3]. - The company must disclose detailed information about the financial assistance, including the recipient's financial metrics and any guarantees provided [6]. Group 4: Operational Management - The finance department is responsible for conducting risk assessments of the financial assistance recipients [5]. - After board approval, the finance department will handle the necessary procedures for providing financial assistance [5]. - The internal audit department will oversee compliance and follow-up on financial assistance matters [5]. Group 5: Penalties and Amendments - Violations of the financial assistance regulations may result in economic liability for responsible personnel, and severe cases may lead to criminal prosecution [6]. - The regulations will be revised and interpreted by the board of directors as necessary [7].

Group 1 - The core opinion of the article is the nomination of Mr. Ye Shifen as a non-independent director candidate for the third board of Jiangsu Zhuosheng Microelectronics Co., Ltd. [1][2] - The nomination committee has reviewed the qualifications and capabilities of the candidate, confirming compliance with relevant laws and regulations [1] - Mr. Ye Shifen has not faced any penalties from the China Securities Regulatory Commission or other relevant authorities, nor is he under investigation for any criminal activities [1] Group 2 - The board of directors will submit the nomination of Mr. Ye Shifen to the shareholders' meeting for approval after he resigns from his position as a supervisor [2] - The announcement emphasizes the importance of adhering to the company's articles of association and regulatory guidelines in the nomination process [1][2]

Group 1 - The company has established four specialized committees under the board of directors: Strategic and Sustainable Development Committee, Nomination Committee, Compensation and Assessment Committee, and Audit Committee [1][2] - Each committee is composed of directors, with specific roles and responsibilities defined for each, including the appointment of independent directors as committee leaders [2][3] - The Strategic and Sustainable Development Committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major capital operations [8][5] Group 2 - The Nomination Committee is tasked with formulating selection criteria and procedures for directors and senior management, and it must present its recommendations to the board [3][4] - The Compensation and Assessment Committee is responsible for developing assessment standards for directors and senior management, as well as reviewing compensation policies [4][6] - The Audit Committee oversees the company's financial information and internal controls, requiring majority approval from its members before submitting matters to the board [4][6] Group 3 - The decision-making procedures for each committee involve discussions and recommendations that are submitted to the board for approval [14][15] - Committees must hold meetings with a quorum of two-thirds of members present, and decisions require a majority vote [18][19] - Committees can invite company directors and senior management to attend meetings and may seek professional advice from external agencies if necessary [21][22]

Core Points - The company has established a system for managing insider information to ensure confidentiality and protect investors' rights based on relevant laws and regulations [1][2][3] - The board of directors is responsible for maintaining accurate and complete records of insider information and ensuring compliance with disclosure requirements [2][3] - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or stock prices [6][7] - The company must maintain a registry of individuals who have access to insider information and ensure they comply with confidentiality obligations [8][9] - Violations of insider information regulations can lead to disciplinary actions, including termination and legal consequences [22][25] Group 1 - The company aims to strengthen insider information management and confidentiality to uphold fair disclosure principles [1] - The board of directors is tasked with timely registration and reporting of insider information personnel, with the chairman being the primary responsible person [2] - Any department or individual must not disclose insider information without board approval, and all external communications must be reviewed by the board secretary [3] Group 2 - Insider information includes significant operational, financial, or market price-affecting information that has not been publicly disclosed [6] - The company must document the insider information personnel's details, including the time and manner of their knowledge of the information [8] - All parties involved in significant transactions must maintain accurate insider information records and submit them to the company [9] Group 3 - The company must ensure that insider information is disclosed only to a limited number of individuals before public release [17] - Insider information personnel are prohibited from trading based on non-public information or disclosing it to others [18] - The company must provide undisclosed information to major shareholders only after ensuring confidentiality agreements are in place [20] Group 4 - Violations of insider information regulations can result in various disciplinary actions, including warnings, demotions, or termination [22] - The company reserves the right to pursue legal action against shareholders or insiders who leak information and cause financial harm [23] - Individuals involved in significant projects must adhere to confidentiality and can face contract termination for breaches [24]

江苏卓胜微电子股份有限公司 第一章 总则 第一条 为规范江苏卓胜微电子股份有限公司（以下简称"公司"）选聘（含续聘、改聘，下 同）会计师事务所行为，提高财务信息质量，切实维护股东合法权益，根据《中华人民共和国公 司法》 （一）具有独立的法人资格和证券期货相关业务资格； （二）具有固定的工作场所、健全的组织机构和完善的内部管理及控制制度； 第四条 公司控股股东、实际控制人不得在公司董事会、股东会审议前向公司指定会计师事务 所，不得干预审计委员会独立履行审核职责。 第二章 会计师事务所选聘基本要求 第五条 公司选聘的会计师事务所应当满足下列基本条件： 特制定本制度。 第二条 公司选聘会计师事务所对财务会计报告发表审计意见、出具审计报告的行为，应当遵 照本制度执行。选聘会计师事务所从事除财务会计报告审计之外的其他法定审计业务的，可比照 本制度执行。 第三条 公司选聘或解聘会计师事务所应当经董事会审计委员会（以下简称"审计委员会" ） 审议同意后，提交董事会审议，并由股东会决定。 《中华人民共和国会计法》 《国有企业、上市公司选聘会计师事务所管理办法》等有关规定， （三）熟悉国家财务会计方面的法律、法规、规章和政策； ...