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].

Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Jiangsu Zhuosheng Microelectronics Co., Ltd., ensuring fairness and protecting the rights of all shareholders [1][9]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions refer to the transfer of resources or obligations between the company and its related parties, regardless of whether a price is paid [1]. - Related parties include both legal entities and natural persons who have significant control or ownership over the company [2][3]. Group 2: Types of Related Party Transactions - The types of related party transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing of assets, management contracts, and other agreements that may result in resource or obligation transfers [3][6]. Group 3: Principles of Related Party Transactions - Related party transactions must be based on written agreements that adhere to principles of equality, voluntariness, and fairness [3]. - Transactions should be conducted transparently, with independent evaluations or audits where required by law [3]. Group 4: Decision-Making Process for Related Party Transactions - The board of directors must ensure that related directors abstain from voting on related party transactions, and a majority of non-related directors must be present for the meeting [4][5]. - Related shareholders must also abstain from voting during shareholder meetings concerning related party transactions [5][6]. Group 5: Approval Thresholds for Related Party Transactions - Transactions exceeding 30 million RMB or 5% of the company's latest audited net assets require board approval and must be submitted to the shareholders' meeting [6]. - Specific thresholds for transactions with related natural persons and legal entities are established, with additional requirements for independent director approval [6][7]. Group 6: Information Disclosure Requirements - The company is obligated to disclose related party transactions in accordance with relevant regulations and internal policies [9]. Group 7: Miscellaneous Provisions - The document stipulates that any matters not covered or inconsistent with national laws or regulations will be governed by those laws [10]. - The board of directors is responsible for interpreting the provisions of this document [10].

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]