Core Points - The document outlines the rules and regulations governing the board of directors of Anhui Xindong Lian Ke Micro System Co., Ltd, ensuring efficient and standardized operations in accordance with relevant laws and the company's articles of association [2][3][27] Summary by Sections General Principles - The board of directors is established as the decision-making body of the company, responsible for managing the company's assets and accountable to the shareholders [2][3] Directors - Directors must be natural persons and cannot hold office under certain conditions, including criminal convictions or bankruptcy responsibilities [3][4] - Candidates for directorship must disclose any administrative penalties or significant negative records within the last 36 months [4][5] Responsibilities and Obligations - Directors have fiduciary duties to act in the best interests of the company, avoiding conflicts of interest and not misappropriating company assets [4][5][6] - Directors must exercise due diligence and care in their roles, ensuring compliance with laws and regulations [5][6] Board Authority - The board has the authority to convene shareholder meetings, execute resolutions, and make decisions on significant company matters, including financial planning and investments [9][10] - The board must approve significant transactions that meet specific thresholds, such as those involving 10% of total assets or market value [10][11] Meeting Procedures - Regular board meetings must be held at least twice a year, with proper notice given to all directors [14][15] - Decisions are made based on majority votes, and specific procedures are in place for handling conflicts of interest during voting [20][21] Documentation and Record-Keeping - Detailed records of meetings must be maintained, including attendance, agenda, and resolutions passed [25][26] - The board is responsible for ensuring that decisions are implemented and may conduct checks on the execution of resolutions [26][27]

General Principles - The rules are established to promote the standardized operation of Anhui Xindong Lian Ke Micro System Co., Ltd. and to enhance the efficiency of shareholder meetings while protecting the legitimate rights and interests of shareholders [2][3] - The shareholder meeting is the highest authority of the company, composed of all shareholders, and may also include non-shareholder directors, senior management, and other invited personnel [2][3] Powers of the Shareholder Meeting - The shareholder meeting has the authority to elect and replace directors, approve the board's reports, and decide on profit distribution and loss compensation plans [5][6] - Decisions regarding capital increases or decreases, bond issuance, mergers, and amendments to the articles of association must be made by the shareholder meeting [5][6] External Guarantees - Certain external guarantees require approval from the shareholder meeting, including guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of the latest audited net assets [3][4] - The approval process for guarantees involving shareholders or related parties requires that the concerned shareholder abstains from voting [4] Financial Assistance Transactions - Financial assistance transactions exceeding 10% of the latest audited net assets must be approved by the board and subsequently submitted to the shareholder meeting for approval [5][6] Major Transactions - Major transactions, such as asset purchases or sales exceeding 50% of the latest audited total assets, require shareholder meeting approval [5][6] Meeting Convening - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, while temporary meetings can be called under specific circumstances [12][13] - Independent directors can propose temporary meetings, and the board must respond within ten days [12][13] Proposals and Notifications - Proposals must fall within the powers of the shareholder meeting and be submitted in writing at least ten days before the meeting [19][20] - Notifications must include details such as meeting time, location, agenda, and the rights of shareholders to attend and vote [22][23] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [43][44] - Shareholders can vote in person or by proxy, and each share carries one vote [46][47] Meeting Records and Other Matters - Meeting records must be maintained, detailing the time, location, attendees, and outcomes of each proposal [66][67] - The rules are to be implemented upon approval by the shareholder meeting and are considered an attachment to the company's articles of association [70][71]

Core Points - The internal audit management system aims to enhance internal management and control, ensuring compliance and legality of management actions, providing reliable information for decision-making, and protecting investors' rights [2][3] - The internal audit system is established based on relevant laws and regulations, including the Audit Law of the People's Republic of China and the Shanghai Stock Exchange's self-regulatory guidelines for listed companies [2][3] - The internal audit is defined as an independent and objective supervisory and evaluation activity that promotes the achievement of the company's operational goals [2][3] Internal Audit Structure and Responsibilities - The company establishes an internal audit institution responsible to the board of directors, with dedicated internal audit personnel assigned based on the company's development needs [3][4] - The internal audit institution supervises business activities, risk management, internal controls, and financial information, reporting significant issues directly to the audit committee [3][4] - Internal audit personnel must possess relevant professional knowledge and business capabilities, ensuring independence from the financial department [3][4] Audit Work Duties - The internal audit institution is responsible for evaluating the completeness and effectiveness of internal control systems across the company and its subsidiaries [4][5] - It conducts audits on the legality, compliance, and authenticity of financial documents and economic activities, including financial reports and performance forecasts [4][5] - The internal audit institution must report to the audit committee at least quarterly, detailing the execution of the audit plan and any issues discovered [4][5] Audit Process and Requirements - The internal audit institution must draft an annual audit work plan for approval by the audit committee, ensuring compliance with established procedures [8][9] - Audits typically require prior notification, with specific procedures for conducting audits and documenting findings [8][9] - Internal audit personnel must maintain independence and objectivity, refraining from involvement in decision-making processes of the audited units [9][10] Accountability and Compliance - The company emphasizes the importance of cooperation from all internal departments with the internal audit process [9][10] - Any obstruction or non-compliance by audited units may lead to corrective actions and potential disciplinary measures [10][11] - The internal audit management system is subject to periodic review and modification based on the company's evolving needs and regulatory requirements [11]

Summary of Key Points Core Viewpoint - The company, Anhui Xindong Lian Ke Micro System Co., Ltd., is utilizing its own funds to pay for investment projects and will replace these expenditures with raised funds in an equal amount, which has been reviewed and approved by the sponsor and supervisory board [1][6]. Group 1: Fundraising Overview - The company has issued 55.21 million shares at a price of 26.74 RMB per share, raising a total of 1,476.32 million RMB, with a net amount of 1,354.36 million RMB after deducting issuance costs [1]. - The raised funds are stored in a special account approved by the company's board and are subject to a tripartite supervision agreement with the sponsor and the commercial bank [2]. Group 2: Investment Project Details - The total investment for the fundraising projects is 100 million RMB, with the same amount planned to be used from the raised funds [2][3]. - The company has approved changes to the investment projects, extending the implementation period and adjusting the investment structure to include a new project for the development and industrialization of Inertial Measurement Units (IMU) [2][3]. Group 3: Reasons for Using Own Funds - The company needs to use its own funds for certain expenditures due to regulatory requirements, such as salary payments and tax obligations, which cannot be processed through the fundraising account [4][5]. - The use of own funds allows for more efficient management of project payments, especially when dealing with multiple projects sharing the same location [5]. Group 4: Operational Process - The company will compile a detailed list of expenditures paid with its own funds and will subsequently transfer an equal amount from the fundraising account to replace these expenditures [5]. - Continuous supervision will be conducted to ensure compliance with the replacement process, with the company and the bank cooperating with the sponsor's inquiries [5]. Group 5: Impact and Approval - The use of own funds is expected to enhance the efficiency of fund utilization and will not affect the normal implementation of the investment projects [6]. - The board and supervisory committee have reviewed and approved the use of own funds for project payments, confirming that it aligns with regulatory requirements and does not alter the intended use of raised funds [6][7].

Core Viewpoint - The company is set to implement a 2025 restricted stock incentive plan, which has been reviewed and approved by the Board's Compensation and Assessment Committee, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: Eligibility and Compliance - The company has confirmed its eligibility to implement the stock incentive plan, meeting the conditions outlined in the relevant laws and regulations [2][3] - The incentive plan does not include independent directors or supervisors, ensuring that all selected participants meet the criteria established by the management regulations and company bylaws [2][3] Group 2: Plan Details and Objectives - The plan includes specific arrangements for the granting and vesting of restricted stocks, such as grant quantity, grant date, conditions, and vesting terms, all of which comply with legal requirements and protect the interests of the company and its shareholders [3] - The primary objective of the incentive plan is to attract and retain talented individuals, aligning the interests of shareholders, the company, and the core team to promote long-term development [3]

Core Viewpoint - The legal opinion letter confirms the legality of the convening, holding procedures, qualifications of the convenor and attendees, voting procedures, and results of the first extraordinary general meeting of Anhui Xindong Link Micro System Co., Ltd. in 2025 [2][3][6] Group 1: Meeting Procedures - The meeting was convened by the company's board of directors, with a public notice issued on July 10, 2025, detailing the time, location, and agenda [3][4] - The meeting was held on July 25, 2025, combining on-site and online voting methods [4][5] Group 2: Attendee Qualifications - The convenor of the meeting was the company's board of directors, meeting the legal and regulatory requirements [5][6] - A total of 112 participants represented 231,093,052 shares, accounting for 57.67% of the total voting shares [5] Group 3: Voting Procedures and Results - The meeting reviewed and voted on all agenda items as per the legal and regulatory requirements, with the election of independent directors receiving 99.8487% approval from the attending shareholders [5][6] - The voting results were verified and published, ensuring compliance with legal standards [6]

Core Points - The company has nominated Zhao Yang as a candidate for the independent director of its second board, confirming his qualifications and independence [1][2][3] - The nominee possesses over five years of relevant experience in law, economics, accounting, finance, and management, and has completed recognized training [1][2] - The nominee meets all legal and regulatory requirements for independent directors as outlined by various Chinese laws and regulations [1][2] - The nominee does not have any relationships that could affect his independence, including direct or indirect shareholding in the company or its affiliates [1][2] - The nominee has no adverse records in the last 36 months, including administrative or criminal penalties from regulatory bodies [2] - The nominee has not been dismissed from previous independent director roles due to attendance issues and holds independent director positions in no more than three domestic listed companies [2][3]

Industry Overview - The electronic universal testing machine is a key device for testing the mechanical properties of materials, widely used in various fields such as metals, non-metals, and composites [2][4] - The market for electronic universal testing machines is rapidly developing due to the transformation and upgrading of the manufacturing industry and the rise of emerging industries [11] Industry Development History - The development of China's electronic universal testing machine industry has gone through four stages, starting from reliance on imports before 1978 to the current phase of innovation and smart transformation [4][5][6] - The introduction of microcomputer control technology and the development of high-performance testing machines have significantly advanced the industry [5][6] Current Industry Status - In the first five months of 2025, China imported 12 electronic universal testing machines, a year-on-year decrease of 14.29%, while the import value reached 30.6647 million yuan, a year-on-year increase of 288.65% [11] - Exports of electronic universal testing machines amounted to 7,317 units, a year-on-year decrease of 63.58%, but the export value increased by 40.29% to 60.7024 million yuan, indicating a shift from quantity to quality in exports [11] Industry Supply Chain - The upstream of the electronic universal testing machine industry includes raw materials, components, and software, while the midstream involves the production of testing machines, and the downstream applications span various industries such as aerospace, rail transportation, and automotive [8][9] Key Enterprises - The competitive landscape of the electronic universal testing machine industry features both leading companies and numerous small to medium enterprises, with major players like WanCe, Zhongji Testing, and Sansi Technology leading the market [17][20] - These companies are focusing on high-end electronic universal testing machines and expanding into international markets, enhancing China's global influence in this sector [17] Industry Development Trends - The industry is experiencing technological upgrades and a shift towards smart development, with the integration of AI algorithms and remote monitoring capabilities [22] - Market demand is diversifying, with traditional sectors like aerospace and automotive growing alongside emerging fields such as new energy vehicles and biomedicine [23] - International competition is intensifying, prompting Chinese companies to enhance R&D investment and seek collaboration with global counterparts [24]

中信建投证券股份有限公司 关于安徽芯动联科微系统股份有限公司 股东向特定机构投资者询价转让股份 相关资格的核查意见 （北京市朝阳区安立路 66 号 4 号楼） 中信建投证券股份有限公司（以下简称"中信建投证券"）受安徽芯动联科 微系统股份有限公司（以下简称"芯动联科"）股东北方电子研究院有限公司（以 下简称"出让方"）委托，组织实施本次芯动联科首发前股东向特定机构投资者 询价转让（以下简称"本次询价转让"）。 根据《关于在上海证券交易所设立科创板并试点注册制的实施意见》《科创 板上市公司持续监管办法（试行）》《上海证券交易所科创板股票上市规则》《上 海证券交易所科创板上市公司自律监管指引第 4 号——询价转让和配售》（以下 简称"《询价转让和配售指引》"）等相关规定，中信建投证券对参与本次询价转 让股东的相关资格进行核查，并出具本核查意见。 一、 本次询价转让的委托 中信建投证券收到出让方关于本次询价转让的委托，委托中信建投证券组织 实施本次询价转让。 二、 关于参与本次询价转让股东相关资格的核查情况 （一） 核查过程 根据相关法规要求，中信建投证券对出让方的相关资格进行了核查。出让方 已出具《关于向特定机构 ...

Core Insights - The article highlights the rapid development of the intelligent sensor industry cluster in Bengbu, Anhui, with a target output value exceeding 100 billion yuan [1][4][10] Group 1: Industry Development - The "China Sensor Valley" in Bengbu is a key hub for sensor research and manufacturing, integrating innovation, industry, and funding chains to accelerate the growth of the intelligent sensor ecosystem [1][4] - The seventh Intelligent Sensor Industry Development Conference showcased new technologies and products, including ultra-low noise, high-precision biological signal acquisition chips [3][5] - The establishment of the "Yangtze River Delta MEMS and Sensor Industry Innovation Alliance" and various research platforms has injected strong momentum into the industry [5][10] Group 2: Company Contributions - Anhui Beifang Huaxin Zhiguan Technology Co., Ltd. has developed a comprehensive sensor product system within just over a year and is collaborating with over 200 domestic companies [1][11] - Anhui North Microelectronics Research Institute Group Co., Ltd. plays a crucial role in supporting China's space missions by providing key components for manned spacecraft [3][4] - Companies like Anhui Xici Technology Co., Ltd. and Anhui Xindong Lianke Micro System Co., Ltd. are leading in their respective fields, with Xici holding over 30% market share in electric current sensors for new energy vehicles [9][11] Group 3: Government Support and Funding - The Bengbu government has implemented various supportive policies and established investment funds exceeding 7 billion yuan to bolster the intelligent sensor industry [11][13] - The city has created a comprehensive service platform for enterprises, ensuring a conducive environment for investment and development [12][13] - The integration of public service platforms and demonstration lines aims to meet diverse development needs for intelligent sensors [10][11]