Core Points - The article outlines the compensation management system for directors and senior management of Anhui Xindong Lian Technology Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance work motivation and management efficiency [2][3] - The compensation system is based on the company's operational scale and performance, with comprehensive assessments conducted according to the company's operational plans and responsibilities [2][3] - The principles of the compensation management include a combination of labor distribution with responsibility, authority, and benefits, ensuring internal and external fairness, and linking compensation with the company's incentive mechanisms [2][3] Compensation Management Structure - The shareholders' meeting is responsible for reviewing the compensation matters of directors, while the board of directors is responsible for reviewing the compensation matters of senior management [2][3] - The Compensation and Assessment Committee of the board of directors is tasked with establishing assessment standards and reviewing compensation policies and plans for directors and senior management [3] Compensation Standards and Adjustments - Independent directors receive compensation as approved by the shareholders' meeting, while non-independent directors' compensation is based on their specific roles and responsibilities [3][4] - Senior management's compensation consists of a basic salary and performance-based salary, with the basic salary determined by factors such as position value and market salary trends, and performance-based salary awarded annually based on company performance and individual achievements [4] - Adjustments to compensation are based on industry salary increases, inflation levels, company performance, and strategic developments [4][5] Additional Provisions - The compensation management system will adhere to relevant national laws and regulations, and the board of directors is responsible for its formulation, interpretation, and modification [5][6] - The system becomes effective upon approval by the shareholders' meeting [6]

Core Viewpoint - The company aims to establish a scientific, sustainable, and stable profit distribution mechanism to enhance transparency and protect the rights of minority investors, in accordance with relevant laws and regulations [1][2]. Profit Distribution Management - The company will prioritize shareholder returns, particularly for minority investors, and will adhere to legal requirements for profit distribution [1][2]. - Tax after profits will be distributed in a specific order, including a mandatory allocation to statutory reserves [2][3]. - The company will not distribute profits if there are unaddressed losses, and shares held by the company will not participate in profit distribution [3][4]. Profit Distribution Policy - The company will implement a stable profit distribution policy that considers investor returns while ensuring sustainable development [3][4]. - Profit distribution forms may include cash, stock, or a combination, with cash dividends prioritized [4][5]. - The board will propose profit distribution plans based on industry characteristics, operational status, and investment needs [4][5]. Decision-Making Process - The board must thoroughly evaluate the timing and conditions for cash dividends, with independent directors providing opinions on the distribution plan [5][6]. - The audit committee will oversee the execution of the profit distribution policy and ensure compliance with decision-making procedures [6][7]. Shareholder Return Planning - The company will develop a long-term shareholder return plan, considering factors such as profitability, cash flow, and investment needs [9][10]. - The return plan will be reviewed every three years, ensuring alignment with the company's financial health and market conditions [9][10]. Execution and Disclosure - The company must complete the distribution of dividends within two months after the shareholder meeting approves the profit distribution plan [17][18]. - Detailed disclosures regarding the profit distribution policy and its execution will be included in annual and semi-annual reports [19][20]. Miscellaneous Provisions - The profit distribution policy will be subject to adjustments based on regulatory changes or significant shifts in the business environment [10][12]. - The board is responsible for interpreting the profit distribution policy, which will take effect upon approval by the shareholder meeting [12][13].

Core Viewpoint - The document outlines the independent director system of Anhui Xindong Lian Ke Micro System Co., Ltd, emphasizing the importance of independent directors in safeguarding the interests of all shareholders, particularly minority shareholders, and ensuring the company's compliance with relevant laws and regulations [2][3]. Group 1: General Principles - The independent director system is established to promote the company's standardized operation and protect the legitimate rights and interests of shareholders [2]. - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could impair their independent judgment [2][3]. - The number of independent directors must be at least one-third of the board members, including at least one accounting professional [2][3]. Group 2: Independence Requirements - Independent directors must maintain independence and should not be influenced by the company or its major shareholders [3][4]. - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [4][5]. Group 3: Appointment and Qualifications - Independent directors must meet specific qualifications, including relevant professional experience and a clean legal record [5][8]. - The nomination and election of independent directors must be conducted in accordance with legal and regulatory requirements [6][10]. Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [12][22]. - They have the authority to independently hire external consultants for audits or investigations [12][22]. Group 5: Communication and Reporting - Independent directors must maintain effective communication with minority shareholders and report on their activities and responsibilities annually [42][43]. - They are required to disclose any conflicts of interest and provide independent opinions on significant matters affecting the company [20][22]. Group 6: Support and Resources - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [46][48]. - Independent directors should have equal access to information and resources as other board members [47][48].

安徽芯动联科微系统股份有限公司 防范控股股东及关联方占用公司资金管理制度 第一章 总则 第一条 为了进一步加强和规范安徽芯动联科微系统股份有限公司（以下简称 "公司"）及其子公司的资金管理，防范和杜绝控股股东及其他关联方占用公司资金 行为的发生，保护公司、股东和其他利益相关人的合法权益，根据《中华人民共和国 公司法》《中华人民共和国证券法》及《安徽芯动联科微系统股份有限公司章程》等 有关规定，结合公司实际情况，制定本制度。 第二条 本制度适用于公司与公司控股股东、实际控制人及关联方之间的资金往 来管理。公司的控股股东、实际控制人及关联方与纳入公司合并会计报表范围的子公 司之间的资金往来亦适用本制度。 第三条 本制度所称资金占用包括但不限于：经营性资金占用和非经营性资金占 用。 经营性资金占用是指公司控股股东及其他关联方通过采购、销售等生产经营环节 的关联交易产生的资金占用。 非经营性资金占用是指公司代控股股东及其他关联方垫付工资、福利、保险、广 告等费用和其他支出、代公司控股股东及其他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控股股东及其他关联方资金，为公司控股股东及其他关联 方承担担保责任 ...

General Provisions - The company has established rules for online voting to enhance the shareholder meeting voting mechanism and protect investor rights, in accordance with relevant laws and regulations [2][3] - The online voting system is defined as the technology platform provided by the Shanghai Stock Exchange for shareholders to exercise their voting rights remotely [2] Online Voting Notification - The company must prepare relevant announcements for the shareholder meeting, including details such as meeting type, voting times, and proposed resolutions [4][5] - In case of changes such as postponements or additional proposals, the company is required to issue timely announcements [4] Online Voting Methods and Procedures - Shareholders can vote through the Shanghai Stock Exchange trading system or the internet voting platform on the day of the shareholder meeting [6][7] - Shareholders with multiple accounts can aggregate their voting rights across all accounts, but must ensure that they do not cast duplicate votes [6][7] Voting Results Statistics and Inquiry - After the online voting concludes, the company will receive the voting data from the information company, which will also provide statistical results and details [9][10] - The company must ensure compliance and accuracy in the voting data and disclose results, especially for matters affecting minority investors [10] Supplementary Provisions - The rules will take effect upon approval by the company's board of directors and will be interpreted by the board [10]

安徽芯动联科微系统股份有限公司 关联交易管理办法 第一条 为保证安徽芯动联科微系统股份有限公司（以下简称"公司"）与关联 人之间发生的关联交易符合公平、公正、公开的原则，确保公司关联交易行为不损害 公司和股东的利益，根据《中华人民共和国公司法》（以下简称《公司法》）等法律、 法规、规范性文件和《安徽芯动联科微系统股份有限公司章程》（以下简称《公司章 程》）的规定，制定本制度。 第二条 关联交易，是指公司或公司控股子公司与公司关联人之间发生的转移资 源或义务的事项。 第三条 公司的关联交易应当遵循以下基本原则： （一） 平等、自愿、等价、有偿的原则； （二） 公平、公正、公开的原则； （三） 关联人如在股东会上享有表决权，应对关联交易事项回避表决； （四） 与关联人有任何利害关系的董事，在董事会就该关联交易事项进行表决 时，应当回避； （五） 公司董事会应当根据客观标准判断该关联交易是否对公司有利，必要时 应聘请专业评估机构或独立财务顾问发表意见。 第四条 公司的关联人包括关联法人和关联自然人。 第五条 公司的关联法人是指： （一） 直接或间接地控制公司的法人或其他组织； （二） 由前项所述法人或其他组织直接或 ...

General Principles - The document outlines the management system for shares held by directors and senior management of Anhui Xindong Lian Technology Co., Ltd, specifying procedures for shareholding and changes in accordance with relevant laws and regulations [1][2] - This system applies to all shares registered in the names of the company's directors and senior management, including those held through others' accounts and margin trading [1][2] Share Reduction Rules - Directors and senior management can sell shares through stock exchanges or other legally permitted methods, ensuring compliance with laws and disclosure obligations [2][3] - They must not reduce their holdings under certain conditions, such as within one year of the company's stock listing or during investigations by regulatory authorities [4][5] Reporting and Disclosure - Directors and senior management must report personal information to the company and relevant authorities within specified timeframes upon changes in their status or shareholdings [2][3] - Any share reduction must be reported in advance, detailing the number of shares, method, and reasons for the reduction [8][9] Restrictions on Trading - There are specific periods during which directors and senior management are prohibited from buying or selling shares, particularly around the announcement of financial reports or significant corporate events [4][5] - They are also restricted from engaging in margin trading or derivative transactions involving the company's shares [7][10] Compliance and Penalties - The company is responsible for ensuring that directors and senior management do not engage in insider trading and must report any violations to regulatory bodies [10][11] - Violations of the trading rules may result in penalties from the company and potential legal consequences for the individuals involved [11][12]

Core Points - The company, Anhui XDLK Microsystem Corporation Limited, was established as a joint-stock company in accordance with Chinese laws and regulations, with its registration approved by the China Securities Regulatory Commission on May 9, 2023, and it listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on June 30, 2023 [2][3][4] - The registered capital of the company is RMB 400.71566 million, and it aims to become a leader in high-performance sensors through continuous innovation and research and development [3][4][5] - The company is engaged in the development, transfer, and sales of MEMS projects and related components, as well as microelectronic devices and sensor application systems [4][5] Company Structure - The company operates as a permanent joint-stock company, with the general manager serving as the legal representative [3][4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3][4] - The company has established a legal framework that governs the rights and obligations of shareholders, directors, and senior management [3][4][5] Share Issuance and Management - The company has issued a total of 405.71566 million shares, all of which are ordinary shares with a par value of RMB 1 per share [5][6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same class [5][6] - The company is restricted from providing financial assistance for the acquisition of its shares, except under specific conditions approved by the shareholders' meeting [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in meetings, supervise the company's operations, and transfer their shares in accordance with the law [10][11] - The company has established rules for the transfer of shares, including restrictions on the transfer of shares held by directors and senior management during their tenure [10][11][12] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [15][16] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for convening and conducting these meetings [47][48] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [51][52] - Shareholders holding more than 10% of the shares can request the board to convene an extraordinary meeting, and if the board fails to do so, they can convene the meeting themselves [54][55]

Core Points - The company aims to establish a structured investor relations management system to enhance communication with investors and protect their rights [1][2] - The management of investor relations is guided by principles of compliance, equality, proactivity, and honesty [3][4] Group 1: Objectives and Principles - The primary objectives of investor relations management include fostering a positive relationship with investors, building a stable investor base, and enhancing corporate governance [6][7] - The basic principles of investor relations management emphasize compliance with laws, equal treatment of all investors, proactive engagement, and maintaining integrity [3][4][5] Group 2: Communication and Disclosure - The company must ensure that all communications with investors are transparent, accurate, and do not involve the disclosure of undisclosed significant information [2][5] - Information that must be disclosed according to regulations should be published promptly in designated media, ensuring clarity and accessibility [11][12] Group 3: Organizational Structure and Responsibilities - The board of directors is responsible for formulating the investor relations management system, with the board secretary overseeing its implementation [14][15] - Staff involved in investor relations must possess strong communication skills and a thorough understanding of the company's operations and industry [16][17] Group 4: Investor Engagement Activities - The company should utilize multiple channels for investor communication, including official websites, social media, and direct interactions such as meetings and roadshows [10][11] - Regular investor meetings, including performance briefings and Q&A sessions, are essential for maintaining transparency and addressing investor concerns [29][30] Group 5: Compliance and Record Keeping - The company must maintain comprehensive records of investor relations activities, including participant details and communication content, to ensure accountability [38][39] - In case of disputes, the company is obligated to cooperate with investor protection agencies and address investor complaints promptly [15][16]

General Principles - The company establishes a system for the temporary suspension and exemption of information disclosure to ensure compliance with relevant laws and regulations, including the Securities Law and the listing rules of the Shanghai Stock Exchange [1][2] - The system aims to guide the company and related information disclosure obligors in making prudent judgments regarding the suspension and exemption of disclosures [2] Scope of Suspension and Exemption - Information disclosure obligors can suspend or exempt disclosures if they have sufficient evidence that the information involves state secrets or other matters that may violate confidentiality regulations [2][3] - The company has an obligation to protect state secrets and must not disclose such information through any means, including investor interactions or press releases [2][3] Conditions for Commercial Secrets - The company can suspend or exempt the disclosure of commercial secrets if the information is core technology or business information that could lead to unfair competition or harm to the company or others [3][4] - If the reasons for suspension or exemption are eliminated, or if the information becomes difficult to keep confidential, the company must disclose it promptly [4][5] Approval Process and Management - The company must carefully determine the matters for suspension and exemption, following internal review procedures before implementation [4][5] - The company secretary is responsible for timely registration and archiving of suspension or exemption decisions, which must be kept for at least ten years [5][6] Penalty Rules - If the company's information disclosure personnel fail to comply with the conditions for suspension or exemption, or if they do not disclose information in a timely manner after the reasons for suspension have been removed, the company may impose penalties according to relevant laws and regulations [6] Additional Provisions - Any matters not covered by this system will be executed according to the relevant laws and regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange [7] - The system will take effect upon approval by the company's board of directors [7]