陕西源杰半导体科技股份有限公司 章 程 二零二五年六月 目 录 第一章 总 则 第一条 为维护陕西源杰半导体科技股份有限公司（以下简称"公司"或"本 公司"）、股东、职工和债权人的合法权益，规范公司的组织和行为，根据《中 华人民共和国公司法》（以下简称《公司法》）、《中华人民共和国证券法》（以 下简称《证券法》）和其他有关规定，制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司由陕西源杰半导体技术有限公司以整体变更的方式设立，在陕西省西咸 新区市场监督管理局注册登记，取得营业执照，统一社会信用代码为 第四条 公司注册名称： 中文全称：陕西源杰半导体科技股份有限公司 英文全称：Yuanjie Semiconductor Technology Co., Ltd. 第五条 公司住所：陕西省西咸新区沣西新城开元路 1265 号。 第六条 公司注册资本为人民币 8,594.7726 万元。 第七条 公司为永久存续的股份有限公司。 第八条 公司的法定代表人由代表公司执行公司事务的董事或经理担任，法定 代表人的产生或更换应当经董事会全体董事过半数决议通过。 担任法定代表人的董事或经理辞任的， ...

Group 1 - The company establishes a Strategic Investment Committee under the Board of Directors to enhance core competitiveness and sustainable development [1][2] - The Strategic Committee consists of three directors, including the Chairman and at least one independent director [2][3] - The committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [3][4] Group 2 - The Nomination Committee is set up to standardize the selection mechanism for directors and senior management, optimizing the composition of the Board [9][10] - The committee consists of three directors, with a majority being independent directors [10][11] - The Nomination Committee is responsible for proposing candidates for directors and senior management, as well as reviewing their qualifications [11][12] Group 3 - The Audit Committee is established to strengthen the decision-making function of the Board and improve internal control systems [17][18] - The committee is composed of three directors, with a majority being independent directors and the chairperson being a professional accountant [18][19] - The Audit Committee oversees internal and external audits, ensuring compliance with laws and regulations [20][21] Group 4 - The Remuneration and Assessment Committee is formed to establish a performance evaluation system for directors and senior management [29][30] - The committee consists of three directors, with a majority being independent directors [30][31] - The committee is responsible for formulating and reviewing remuneration policies and performance assessment standards for directors and senior management [31][32]

Core Points - The document outlines the operational guidelines for the General Manager of Shenzhen Qiangrui Precision Technology Co., Ltd, aiming to enhance corporate governance and ensure effective decision-making [1][2][4] General Provisions - The General Manager is responsible for daily operations and must report to the Board of Directors [1] - The guidelines are based on relevant laws and regulations, including the Company Law and Securities Law [1] Qualifications and Appointment Procedures - The General Manager must possess extensive economic and management knowledge, leadership skills, and relevant work experience [2] - Specific disqualifications for the General Manager role are outlined, including criminal convictions and bankruptcy involvement [2][3] Authority of the General Manager - The General Manager has the authority to manage daily operations, implement board decisions, and propose appointments for senior management [5][6] - The General Manager can delegate responsibilities to vice presidents and other senior managers [19] Meeting and Reporting Procedures - Regular meetings of the General Manager's office are mandated to address significant operational issues [20][21] - The General Manager is required to report to the Board regularly, ensuring transparency and accountability [28][29] Performance Evaluation and Accountability - The performance of the General Manager is evaluated by the Board's Compensation and Assessment Committee, influencing salary and incentives [33] - Legal responsibilities are outlined for the General Manager in case of violations leading to company losses [34]

Core Points - The document outlines the rules for the board of directors of Guizhou Panjiang Coal and Electricity Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][19] - The board must integrate the leadership role of the party committee in decision-making, with significant matters requiring prior discussion by the committee [1][2] Group 1: Board Structure and Responsibilities - The board of directors is supported by a board office responsible for daily affairs, with the board secretary potentially serving as the office head [1][2] - The board is required to submit quarterly reports on safety, environmental protection, and management to its members [1][2] - Major operational and strategic decisions must be discussed and approved by the board, including significant asset acquisitions, capital adjustments, and structural changes [2][3][4] Group 2: Decision-Making Procedures - The board must hold at least two regular meetings each year, with provisions for temporary meetings under specific circumstances [7][12] - Meeting notifications must be sent out in advance, detailing the agenda and participants [8][9] - Decisions require a majority vote from the attending directors, with specific rules for abstentions and conflicts of interest [13][14][15] Group 3: Documentation and Accountability - Meeting records must be maintained, including attendance, proposals discussed, and voting outcomes [17][18] - Directors are responsible for the board's decisions, with provisions for liability in cases of legal violations leading to company losses [18][19] - The board's resolutions must be announced in accordance with stock exchange regulations, ensuring confidentiality prior to public disclosure [18][19]

Core Viewpoint - The announcement by Wens Foodstuff Group (温氏股份) regarding the completion of the adjustment of its actual controllers aims to stabilize control, enhance corporate governance, and ensure a smooth generational transition for long-term development [1][2][4]. Group 1: Adjustment of Actual Controllers - The new "Joint Action Agreement" has been signed by ten individuals, including Wens Pengcheng and Wens Junsheng, effective from June 4, 2025, for a duration of seven years [2]. - The previous actual controllers, Liang Huanzhen, Wu Cuizhen, Chen Jianxing, Liu Rongjiao, and Gu Jinying, have exited the list of actual controllers due to personal reasons [2]. Group 2: Governance and Control Stability - The ten actual controllers collectively hold 794,385,625 shares, representing 11.94% of the total share capital, maintaining a similar holding level to the previous controllers [3]. - The new actual controllers have made significant contributions to the company's strategic development and management, holding key positions such as chairman, director, and vice president [3]. Group 3: Compliance and Operational Continuity - The adjustment complies with relevant laws and regulations, ensuring no significant impact on the company's main business or financial status, and no changes in management [4]. - The new actual controllers will inherit existing commitments related to avoiding competition, regulating related transactions, and ensuring the company's independence, thereby stabilizing the governance structure [4].

Group 1 - The company plans to purchase directors, supervisors, and senior management liability insurance to enhance its risk management system and protect the rights of its executives and investors [1][2] - The insurance coverage limit is set at a maximum of RMB 100 million, with an annual premium not exceeding RMB 800,000 [1] - The insurance period is for 12 months, with the possibility of renewal or reinsurance [1] Group 2 - The decision to purchase the liability insurance was reviewed and approved in the company's board and supervisory meetings held on June 4, 2025 [2] - All directors and supervisors abstained from voting on the proposal, which was then submitted directly to the shareholders' meeting for approval [2] Group 3 - The company intends to cancel its supervisory board and amend its articles of association to improve governance and operational standards [4][5] - The supervisory board's powers will be transferred to the board's audit committee, and relevant internal regulations will be revised accordingly [6]

Financial Data and Key Metrics Changes - The meeting confirmed that a total of 216,635,333 shares of Class A common stock and 50,846,930 shares of Class B common stock were outstanding as of the record date, with approximately 97.18% of the voting power present at the meeting [9][10]. Business Line Data and Key Metrics Changes - No specific data on business line performance or key metrics was provided during the meeting [1][2]. Market Data and Key Metrics Changes - No specific market data or key metrics changes were discussed during the meeting [1][2]. Company Strategy and Development Direction and Industry Competition - The board of directors recommended the election of four class one directors and the ratification of Ernst and Young LLP as the independent registered public accounting firm for the fiscal year ending 01/31/2026, indicating a focus on governance and compliance [12][13]. Management's Comments on Operating Environment and Future Outlook - Management emphasized the importance of reading periodic reports and filings with the SEC for a discussion of potential risks and uncertainties that could affect future results [17]. Other Important Information - The preliminary report indicated that all nominees for class one directors received over 87% of the votes cast, and more than 99% of votes were in favor of the ratification of Ernst and Young LLP [20][21]. Q&A Session Summary Question: How does the compensation committee use the compensation actually paid total compensation figures from the PVP table as part of its calculation of the CEO target total compensation award for the upcoming year? - The compensation committee utilizes various inputs, including metrics from the PVP table, company and individual performance factors, and peer data to determine CEO compensation [14].

Financial Data and Key Metrics Changes - The company reported a quorum of 4,755,983 votes entitled to be cast at the meeting, indicating strong shareholder engagement [5] - The meeting resulted in the approval of several proposals, including an increase in the number of shares authorized for issuance under the long-term incentive plan from 1,900,000 shares to 2,500,000 shares [13][15] Business Line Data and Key Metrics Changes - No specific data on individual business lines was provided during the meeting [0] Market Data and Key Metrics Changes - No specific market data or key metrics changes were discussed during the meeting [0] Company Strategy and Development Direction and Industry Competition - The board of directors recommended several proposals aimed at enhancing the company's long-term incentive plan and executive compensation structure, indicating a focus on aligning management incentives with shareholder interests [8][9][10] Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting [0] Other Important Information - The meeting included the election of five directors to serve until the 2026 annual meeting, reflecting continuity in leadership [15] - The appointment of Grant Thornton as the independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified, ensuring ongoing compliance and oversight [14][16] Q&A Session Summary Question: Are there any questions from shareholders? - There were no questions submitted by shareholders during the meeting, indicating either satisfaction with the information provided or a lack of engagement [17]

Financial Data and Key Metrics Changes - The meeting confirmed a quorum with 49,627,056 shares represented out of 52,636,286 shares entitled to vote, indicating strong shareholder engagement [5] - The results of the voting showed that all proposals presented at the meeting were ratified or approved by stockholders, reflecting positive shareholder sentiment [19] Business Line Data and Key Metrics Changes - Specific financial data and metrics for different business lines were not disclosed in the meeting [2][3] Market Data and Key Metrics Changes - No specific market data or metrics were provided during the meeting [2][3] Company Strategy and Development Direction and Industry Competition - The board of directors proposed amendments to declassify the board and eliminate supermajority voting provisions, indicating a shift towards more shareholder-friendly governance practices [7][17] - The discussion around the simple majority voting proposal suggests a focus on enhancing corporate governance and responsiveness to shareholder interests [14][18] Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during this meeting [2][3] Other Important Information - The meeting included a proposal from a shareholder advocating for a simple majority voting standard, which was supported by the board, highlighting active shareholder participation in governance [12][14] - The independent auditors, PwC, were confirmed for the fiscal year ending 12/31/2025, ensuring continued oversight of financial practices [7][17] Summary of Q&A Session - There were no specific Q&A sessions recorded in the meeting, as the focus was primarily on voting on proposals [2][3]

本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 深圳友讯达科技股份有限公司（以下简称"公司"）第三届董事会第二十三次 会议于2025年6月3日（星期二）上午10：00以通讯表决方式召开。会议通知已于 所议事项相关的必要信息。 本次董事会会议应出席董事5名，实际出席董事5名，公司部分监事、高级管 理人员列席了本次会议。会议由公司董事长崔涛先生主持，会议的召开和表决程 序符合《中华人民共和国公司法》和《公司章程》的有关规定。 二、董事会会议审议情况 事候选人的议案 鉴于公司第三届董事会任期已届满，根据《中华人民共和国公司法》《中华 人民共和国证券法》《深圳证券交易所创业板股票上市规则》《深圳证券交易所 上市公司自律监管指引第 2 号——创业板上市公司规范运作》等法律法规、规范 性文件及《公司章程》等有关规定，公司董事会进行换届选举。 证券代码：300514 证券简称：友讯达 公告编号：2025-022 深圳友讯达科技股份有限公司 经公司董事会提名委员会进行资格审核，公司董事会同意提名崔涛先生、崔 霞女士为公司第四届董事会非独立董事候选人（不 ...