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； ...

Core Viewpoint - The document outlines the regulations and procedures for Jiangsu Zhuosheng Microelectronics Co., Ltd. regarding securities investment, futures, and derivatives trading to mitigate investment risks and protect the interests of the company and its shareholders [1][2]. Group 1: General Principles - The company must adhere to legal, prudent, safe, and effective principles in its securities investment and trading activities, establishing a robust internal control system to manage investment risks and ensure investment efficiency [5][6]. - The company is prohibited from using raised funds for high-risk investments such as securities investment, futures, and derivatives trading [5][6]. - The company must ensure that all trading activities are conducted in its name and not through third-party accounts [3][6]. Group 2: Approval Authority - Securities investment exceeding 50% of the company's latest audited net assets or over 50 million RMB requires board approval and shareholder meeting approval [5]. - For futures and derivatives trading, a feasibility analysis report must be submitted to the board for approval, especially if the transaction exceeds 50% of the latest audited net profit or 5 million RMB [6][7]. Group 3: Risk Management - The company must implement strict separation of duties among trading, finance, audit, and risk control personnel to enhance risk management [8][9]. - A risk assessment must be conducted before engaging in futures and derivatives trading, considering political, economic, and legal risks associated with international transactions [9][10]. Group 4: Internal Audit and Supervision - The internal audit department is responsible for conducting periodic audits of securities investment and trading activities, reporting any deviations from expected outcomes to the board [10][11]. - The audit committee has the authority to supervise and propose external audits if irregularities are found in trading activities [11][12]. Group 5: Information Disclosure - The company must disclose significant losses or gains from trading activities that exceed 10% of the latest audited net profit or 1 million RMB [13][14]. - When engaging in hedging activities, the company must clearly outline the relationship between hedging instruments and the underlying risks being managed [14][15].

General Provisions - The company establishes management measures for its controlling subsidiaries to strengthen oversight in accordance with the Company Law of the People's Republic of China and its own Articles of Association [1] - A subsidiary is defined as a company where the parent company holds more than 50% of the shares directly or indirectly, or is the largest shareholder with actual control [1] - Subsidiaries operate independently and manage themselves, while the parent company exercises its rights through appointed directors and senior management [1] - The company coordinates the business strategies and risk management of subsidiaries to align with its overall strategic planning [1] - Related party transactions between the company and its subsidiaries must be conducted at market prices and approved through legal procedures [1] Major Matters Approval and Filing System - Subsidiaries must report development plans, budgets, loans, and significant contracts to the company's securities investment department for prior approval [2] - Meetings of the subsidiary's shareholders and board must comply with the Company Law and the subsidiary's Articles of Association, with minutes submitted to the company within ten working days [2] - Subsidiaries are prohibited from making external investments or guarantees without prior authorization from the company [2] Financial Management - Subsidiaries must adhere to the company's financial accounting system and submit financial reports within ten working days after the end of each reporting period [3] - Subsidiaries participate in the company's budget management and are subject to regular audits by the company [3] - Audits cover economic efficiency, major contracts, and responsibilities of management personnel [3] Information Management - The company has the right to access all information from its subsidiaries, which must provide timely and accurate information [4] - The legal representative of the subsidiary is responsible for information disclosure and must ensure the accuracy and completeness of the information provided [4] - Individuals with insider information must maintain confidentiality and are prohibited from insider trading [4] Human Resource Management - Subsidiaries must follow the company's human resource management policies, with internal structures and compensation plans requiring prior approval [5] - Directors and senior management of subsidiaries are nominated by the company and must not engage in competing businesses [5] - The financial head of the subsidiary is recommended by the company and appointed by the subsidiary's board [6] Supplementary Provisions - The management measures take effect upon approval by the company's board of directors [6] - The board of directors is responsible for interpreting these measures [6] - Any matters not covered or inconsistent with national laws or the company's Articles of Association will follow the relevant regulations [6]

Core Viewpoint - The document outlines the internal audit system of Jiangsu Zhuosheng Microelectronics Co., Ltd., aiming to enhance audit quality, protect investor rights, and ensure compliance with laws and regulations [1][2]. General Provisions - Internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls, risk management, and the authenticity of financial information [1]. - The internal control process aims to ensure compliance with laws, improve operational efficiency, safeguard assets, and ensure accurate information disclosure [1]. Internal Audit Structure - The company establishes an internal audit institution responsible for supervising business activities, risk management, and financial information, reporting directly to the audit committee [2]. - The internal audit institution must maintain independence and not be under the financial department's leadership [2]. Responsibilities and Requirements - The audit committee guides and supervises the internal audit institution, reviewing financial information and internal control effectiveness [3]. - The internal audit institution is tasked with evaluating the completeness and effectiveness of internal controls across various company entities [3][4]. Audit Procedures - The internal audit institution must conduct regular checks on high-risk investments and significant financial transactions, reporting any violations to the audit committee [5]. - Internal audit reports must be submitted at least quarterly, detailing the execution of audit plans and any issues found [4][5]. Internal Control Evaluation - The internal audit institution is responsible for conducting annual evaluations of internal controls, including identifying deficiencies and proposing corrective measures [6][18]. - The board of directors must review and approve the internal control evaluation report alongside the annual report [7]. Accountability Mechanism - The company is required to establish a mechanism for accountability regarding violations of internal control systems, ensuring responsible parties are addressed [7][20]. Implementation and Amendments - The internal audit system becomes effective upon approval by the board of directors, with any amendments following the same procedure [8][23].