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].

江苏卓胜微电子股份有限公司 第一章 总 则 第一条 为保证江苏卓胜微电子股份有限公司（以下简称"公司" ）规范运作和公司独立董事依 法行使职权，确保独立董事议事程序有效、合法，充分发挥独立董事的作用，维护公司和全体股东 的合法权益，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《上市公司独立董事管理办 法》和《江苏卓胜微电子股份有限公司章程》 （以下简称" 《公司章程》"）等有关规定，制定本规则。 第五条 公司设独立董事占董事会成员的比例不得低于三分之一，其中至少包括 1 名会计专业 人士。 第二章 独立董事的任职条件 第六条 担任公司独立董事应当符合下列基本条件： （一）根据法律、行政法规及其他有关规定，具备担任公司董事的资格； 第二条 公司独立董事是指不在公司担任除董事外的其他职务，并与其所受聘的公司及其主要 股东、实际控制人不存在直接或间接利害关系，或者其他可能影响其进行独立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有诚信与勤勉义务。独立董事应当按照相关法律、法规、 规范性文件、中国证券监督管理委员会（以下简称"中国证监会" ）规定、公司上市的证券交易所业 务规则和《公司章程》的 ...

General Principles - The company establishes a management system for the shares held by its directors and senior management to maintain market order and comply with relevant laws and regulations [1][2] - This system applies to all shares held by directors and senior management, including those held in others' accounts and in margin trading [1] Share Transfer Management - Directors and senior management are prohibited from transferring shares under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [2][3] - They are also restricted from trading during specific periods, including 15 days before the annual and semi-annual reports and five days before quarterly reports [3][4] - A maximum of 25% of their total shares can be transferred in a year, with exceptions for certain circumstances [3][4] Information Reporting and Disclosure - Directors and senior management must report their shareholdings and any changes within two trading days and disclose this information on the company's designated website [7][8] - They are required to submit a written trading plan to the board secretary before buying or selling shares [15][16] - Any insider trading or violations must be reported to the relevant authorities [20][21] Account and Share Management - The company secretary is responsible for managing the data related to directors and senior management's shareholdings and ensuring compliance with reporting requirements [20][21] - Directors and senior management must consolidate multiple securities accounts into one and adhere to specific rules regarding the transfer of shares [22][23] - Shares held by directors and senior management are subject to automatic lock-up periods based on the company's listing status and other conditions [23][24] Additional Provisions - The management system will be updated in accordance with national laws and regulations, and the board of directors is responsible for its formulation and modification [29][30] - The system will take effect upon approval by the board of directors [31]

Core Viewpoint - The document outlines the internal reporting system for significant information at Jiangsu Zhuosheng Microelectronics Co., Ltd., ensuring timely, accurate, and complete disclosure of information that may impact stock trading and investment decisions [1][2]. Group 1: Internal Reporting Obligations - The internal reporting system applies to the company, subsidiaries, and associated companies, requiring designated personnel to report significant information to the board secretary [1][2]. - Individuals responsible for reporting include board members, senior management, and major department heads, as well as shareholders holding more than 5% of shares [1][2][3]. - The board of directors is designated as the management body for significant information, with the board secretary responsible for overseeing the reporting process [2][3]. Group 2: Definition of Significant Information - Significant information includes board resolutions, independent director statements, and transactions that meet specific financial thresholds, such as a 10% change in audited revenue or net profit exceeding 10 million RMB [2][3]. - Related party transactions and litigation matters are also classified as significant information, with specific reporting thresholds established [3][4]. - Other significant matters include major changes in company structure, risks, and any events that could materially affect stock prices [3][4]. Group 3: Reporting Procedures - Departments must report potential significant information to the board secretary as soon as they become aware of it, especially during negotiations or when decisions are made [4][5]. - The reporting process includes submitting written documentation within 24 hours of becoming aware of significant information [5][6]. - The company implements a real-time reporting system to ensure timely and accurate communication of significant information [6][7]. Group 4: Responsibilities and Training - The company’s senior management is responsible for ensuring compliance with the reporting obligations and must maintain confidentiality regarding undisclosed information [8][9]. - The board secretary is tasked with training personnel on governance and disclosure practices to ensure accurate reporting of significant information [8][9]. - Any failure to report significant information accurately may result in disciplinary actions against responsible individuals [8][9].

Core Points - The document outlines the rules and procedures for the shareholders' meeting of Jiangsu Zhuosheng Microelectronics Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The purpose of the rules is to clarify the responsibilities and authority of the shareholders' meeting, standardize its organization and behavior, and protect the legal rights of all shareholders [1] - The company must hold shareholders' meetings in accordance with the law, administrative regulations, and its articles of association [1][2] - Shareholders can participate in meetings either in person or through online voting [1][2] Group 2: Convening Shareholders' Meetings - Shareholders' meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [6] - Temporary meetings must be convened within two months under specific circumstances, such as when the number of directors is insufficient or when shareholders holding over 10% of shares request it [6][7] - The board of directors is responsible for convening the meetings within the stipulated time [7][8] Group 3: Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [14] - The board, audit committee, and shareholders holding over 1% of shares can propose items for discussion [15] - Notifications for annual meetings must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [16] Group 4: Attendance and Registration - All shareholders registered on the equity registration date have the right to attend the meeting [22] - Shareholders must present valid identification to confirm their identity when attending the meeting [22][23] - The company is responsible for preparing a registration list of attendees [30] Group 5: Conducting the Meeting - The meeting can be organized by a meeting service team, and the board secretary is responsible for the preparation of documents [32] - The meeting must maintain order, and unauthorized individuals may be refused entry [34] - Directors and senior management are required to attend and respond to shareholder inquiries [35] Group 6: Voting Procedures - Each share carries one vote, and shareholders must vote according to their represented shares [45] - Voting can be conducted through various methods, including online systems [56] - The results of the voting must be announced immediately after counting [57] Group 7: Resolutions - Resolutions can be classified as ordinary or special, with different requirements for approval [58] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval [58][59] - The company must execute the resolutions passed by the shareholders' meeting [73] Group 8: Record Keeping and Disclosure - Meeting records must include details such as time, location, attendees, and voting results [64] - The company is obligated to disclose the resolutions in accordance with relevant laws and regulations [70] - Any changes to previous resolutions must be highlighted in the announcement [72]

第二条 本制度适用于公司与关联方之间的资金往来。纳入公司合并会计报表范围的子公司 适用本制度。 第三条 本制度所称资金占用包括：经营性资金占用和非经营性资金占用两种情况。 经营性资金占用，是指公司关联方通过采购、销售等生产经营环节的关联交易所产生的资金占 用。 非经营性资金占用，是指公司代公司关联方偿还债务而支付资金，有偿或无偿、直接或间接拆 借给公司关联方资金，为公司关联方承担担保责任而形成的债权，为公司关联方垫付工资、保险， 以及其他在没有商品和劳务提供情况下给公司关联方使用的资金。 第四条 公司董事会秘书应当按照法律法规、规范性文件、公司上市的证券交易所股票上市 规则关于关联方的定义，向公司股东、董事和高级管理人员询问并登记公司关联方的名称或姓名， 制作成详细清单，由董事会秘书或证券部留存一份，并交由财务部留存一份，以备财务人员在支付 资金时核查对照。公司实际控制人、持股5％以上的股东及其一致行动人、董事和高级管理人员应 如实向董事会秘书披露关联方的情况，及时向公司董事会报送公司关联人名单及关联关系的说明。 江苏卓胜微电子股份有限公司 第一章 总则 第一条 为了进一步加强和规范江苏卓胜微电子股份有限公司 ...