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 ...

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].