中微半导: 第三届董事会第二次会议决议公告

Meeting Overview - The third board meeting of Zhongwei Semiconductor (Shenzhen) Co., Ltd. was held on August 22, 2025, with all five directors present, and the meeting complied with legal and regulatory requirements [1]. Resolutions Passed - The board approved the proposal to abolish the supervisory board and amend the company's articles of association and related rules, with a unanimous vote of 5 in favor [1][2]. - The board also approved the revision of internal governance systems to align with the latest legal and regulatory requirements, again with a unanimous vote of 5 in favor [2][3]. - A draft of the articles of association applicable after the issuance and listing of H-shares was approved, with a unanimous vote of 5 in favor [3][4]. Governance Structure Adjustments - The board proposed to authorize adjustments to the articles of association and related rules based on changes in laws and regulations, with a unanimous vote of 5 in favor [4][5]. - The election of an independent non-executive director, Chu Junhong, was approved, pending shareholder meeting approval, with a unanimous vote of 5 in favor [8]. - The board decided to rename the "Strategic and Investment Committee" to "Strategic and Sustainable Development Committee," maintaining its responsibilities, with a unanimous vote of 5 in favor [8][9]. Director Roles and Appointments - The roles of the directors were confirmed in accordance with the plan to issue H-shares and apply for listing on the Hong Kong Stock Exchange, with a unanimous vote of 5 in favor [9][10]. - The appointment of co-secretaries and authorized representatives for the company was approved, with a unanimous vote of 5 in favor [10][11]. - The board approved the proposal to purchase directors and officers liability insurance, with a unanimous vote of 5 in favor [11][12]. Upcoming Shareholder Meeting - The board decided to convene the second extraordinary general meeting of shareholders in 2025, with a unanimous vote of 5 in favor [12].