中微半导: 2025年第二次临时股东会会议资料

Core Viewpoint - The company is preparing for its H-share issuance and listing on the Hong Kong Stock Exchange, which involves revising its articles of association and internal governance systems to comply with relevant laws and regulations [6][10][12]. Group 1: Meeting Procedures - The company has established guidelines for the second extraordinary general meeting of shareholders in 2025 to ensure the orderly conduct of the meeting and protect shareholders' rights [1][2]. - Attendees must register and confirm their participation before the meeting starts, and latecomers will not be allowed to vote [2][3]. - The meeting will follow a predetermined agenda, and shareholders have the right to speak, inquire, and vote on the proposals presented [2][3][4]. Group 2: Proposals for Shareholder Approval - Proposal 1: The company plans to abolish the supervisory board and transfer its responsibilities to the audit committee of the board of directors, along with revising the articles of association accordingly [6][7]. - Proposal 2: The company aims to revise its internal governance systems to align with the latest legal requirements and improve operational mechanisms [7][8]. - Proposal 3: A draft of the articles of association applicable after the H-share issuance is to be presented for approval [8][9]. - Proposal 4: The company seeks to revise and establish internal governance systems effective after the H-share issuance [10][11]. - Proposal 5: The election of an independent non-executive director is proposed to enhance the board structure in line with the upcoming H-share listing [12]. - Proposal 6: The roles of the directors will be confirmed to comply with the H-share listing requirements [12]. - Proposal 7: The company intends to purchase liability insurance for directors and senior management, as well as for the prospectus, to meet regulatory standards [13][14].