Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association and related rules, transferring the supervisory functions to the audit committee of the board of directors [1]. Summary by Sections Company Structure Changes - The company will no longer have a supervisory board or supervisors, with the audit committee of the board taking over the supervisory responsibilities as per the Company Law [1]. - Relevant rules and regulations related to the supervisory board have been abolished and the articles of association, shareholder meeting rules, and board meeting rules have been revised accordingly [1]. Amendments to Articles of Association - Article 8 has been amended to clarify the legal responsibilities of the legal representative in civil activities conducted on behalf of the company [1]. - Article 9 specifies that shareholders are liable for the company's debts only to the extent of their subscribed shares [2]. - Article 10 allows for lawsuits against shareholders, directors, supervisors, general managers, and other senior management [3]. - Article 15 ensures that all shares of the same class have equal rights [3]. - Article 19 confirms that the total number of shares issued by the company is 400.365 million, all of which are ordinary shares [4]. - Article 21 outlines the methods for increasing capital, including public and private offerings [4]. - Article 27 states that the company does not accept its own shares as collateral [5]. - Article 39 mandates that shareholders holding more than 5% of voting shares must report any pledging of their shares [19]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes [6]. - Shareholders can request to review the company's accounting books if they hold more than 3% of shares for over 180 days [8]. - Shareholders are obligated to comply with laws and the company's articles of association [16]. Governance and Decision-Making - The shareholder meeting is the company's authority body, responsible for major decisions such as approving financial budgets and profit distribution [24]. - The board of directors is responsible for convening shareholder meetings and must do so within specified timeframes [29].

中微半导体（深圳）股份有限公司 对外投资管理办法 （H 股发行上市后适用） 第一章 总则 司最近一期经审计总资产的 50%以上； 第一条 为了加强中微半导体（深圳）股份有限公司（以下简称"公司"） 对外投资活动的内部控制，规范对外投资行为，防范对外投资风险，提高资金运 作效率，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》"）、《中微半导体（深圳）股份 有限公司章程》（以下简称"《公司章程》"），以及《香港联合交易所有限公 司证券上市规则》（以下简称"《香港上市规则》"）等相关规定，结合公司实 际情况，制定本办法。 第二条 本办法所称对外投资是指公司在境内外以现金、事务资产和无形资 产等作价出资，进行设立、并购企业（具体包括新设、参股、并购、重组、股权 置换、股份增持或减持等）、股权投资、委托管理以及国家法律法规允许的其他 形式的投资活动。 第三条 公司对外投资原则上由公司集中进行，控股子公司确有必要进行对 外投资的，需事先经公司批准后方可进行。 公司控股子公司发生的对外投资，视同公司发生的对外投资行为，适用本办 法的规定。控股子公司是指公司对其控股超 ...

General Principles - The external guarantee management system is established to regulate the external guarantee behavior of the company, effectively control guarantee risks, ensure asset safety, and protect the rights and interests of shareholders and other stakeholders [1][2] - External guarantees refer to the guarantees, mortgages, pledges, and other forms of guarantees provided by the company using its own assets or credit for other units or individuals [2] Principles of External Guarantees - The company must adhere to the principles of legality, prudence, mutual benefit, and safety when providing external guarantees, strictly controlling guarantee risks [3] - The board of directors must carefully consider and strictly control the debt risks arising from external guarantees, and bear joint liability for any violations or losses incurred [3] Approval Process - External guarantees must be approved by the board of directors or the shareholders' meeting, and any contracts or agreements related to external guarantees cannot be signed without such approval [8][9] - Guarantees exceeding 10% of the company's latest audited net assets or 30% of total assets require shareholders' meeting approval [9][10] Risk Assessment - The board of directors must assess the credit status of the debtor and analyze the benefits and risks of the guarantee before making a decision [10][11] - The company must require the guarantor to provide counter-guarantees, ensuring that the counter-guarantor has the actual ability to bear the responsibility [6][7] Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations, including the total amount of guarantees and the guarantees provided to subsidiaries [3][41] - If the guaranteed party fails to fulfill its debt obligations or faces bankruptcy, the company must promptly inform the board of directors to fulfill its disclosure obligations [42] Management Responsibilities - The finance department is responsible for the daily management of external guarantees, including credit investigations, contract reviews, and ongoing monitoring of the guaranteed parties [14][29] - The legal department must assist in managing guarantee contracts and handle any legal disputes related to external guarantees [14][30] Violations and Accountability - Any unauthorized signing of guarantee contracts can lead to liability for the responsible individuals, and the company has the right to seek compensation from them [44][46] - The board of directors will determine the appropriate penalties for individuals responsible for any violations based on the severity of the risks and losses incurred [44]

Core Points - The company aims to enhance its governance structure by establishing clear roles and responsibilities for independent directors to protect the interests of all shareholders, especially minority shareholders [1][2][3] - Independent directors are required to act independently and avoid conflicts of interest, ensuring their decisions are made objectively [2][3][4] - The company must maintain a minimum of three independent non-executive directors, who should constitute at least one-third of the board [3][4] - Independent directors must possess relevant qualifications and experience, including at least one accounting professional among them [3][5][6] - The company is obligated to promptly notify the Hong Kong Stock Exchange if the number of independent directors falls below regulatory requirements [4][5] - Independent directors are required to undergo training and obtain qualifications as mandated by regulatory authorities [5][6] - The company must ensure that independent directors do not have any relationships that could compromise their independence [6][8] - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [12][13][16] - The company must facilitate communication between independent directors and minority shareholders, ensuring transparency and accountability [18][19] - Independent directors are entitled to hire external consultants at the company's expense to assist in their duties [20][21]

中微半导体（深圳）股份有限公司 对外投资管理办法 第一章 总则 第一条 为了加强中微半导体（深圳）股份有限公司（以下简称"公司"） 对外投资活动的内部控制，规范对外投资行为，防范对外投资风险，提高资金运 作效率，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》"）、《中微半导体（深圳）股份 有限公司章程》（以下简称"《公司章程》"）等相关规定，结合公司实际情况， 制定本办法。 第二条 本办法所称对外投资是指公司在境内外以现金、事务资产和无形资 产等作价出资，进行设立、并购企业（具体包括新设、参股、并购、重组、股权 置换、股份增持或减持等）、股权投资、委托管理以及国家法律法规允许的其他 形式的投资活动。 第三条 公司对外投资原则上由公司集中进行，控股子公司确有必要进行对 外投资的，需事先经公司批准后方可进行。 公司控股子公司发生的对外投资，视同公司发生的对外投资行为，适用本办 法的规定。 参股公司发生的对外投资，或者与公司的关联人进行对外投资，可能对公司 股票及其衍生品种交易价格产生较大影响的，公司应当参照本办法的规定，履行 信息披露义务。 第二章 对外投 ...

Core Viewpoint - The document outlines the management measures for related party transactions of Zhongwei Semiconductor (Shenzhen) Co., Ltd., ensuring fairness, transparency, and protection of the interests of the company and its shareholders, particularly minority investors [1]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions refer to the transfer of resources or obligations between the company or its subsidiaries and related parties as defined by the Hong Kong Listing Rules [1][2]. - The company identifies related parties as individuals or entities that have significant control or ownership over the company, including shareholders with more than 5% ownership, directors, and senior management [3][4]. Group 2: Approval and Disclosure Procedures - Related party transactions must be documented in written agreements that clearly outline the rights and obligations of both parties, adhering to principles of equality and fairness [7]. - Transactions exceeding certain thresholds, such as 0.1% of total assets or 3 million yuan, require approval from independent directors and must be disclosed to shareholders [12][13]. Group 3: Pricing and Fairness - The pricing of related party transactions should follow market principles, with adjustments made based on cost-plus pricing or valuation by independent evaluators if market prices are unavailable [15][16]. - Independent directors and financial advisors are tasked with ensuring that the pricing of significant related party transactions is fair and reasonable [15]. Group 4: Record Keeping and Compliance - The company is required to maintain accurate records of related party transactions, including decision-making processes and agreements, for a minimum of ten years [33]. - The board of directors is responsible for interpreting and ensuring compliance with these management measures, which take effect upon the company's H-share listing on the Hong Kong Stock Exchange [34].

Core Points - The document outlines the rules for the board of directors of Zhongwei Semiconductor (Shenzhen) Co., Ltd. to enhance governance and decision-making processes [1][32] - It specifies the frequency and types of board meetings, including regular and temporary meetings, and the procedures for convening them [2][3] Group 1: Meeting Types and Frequency - The board must hold at least four regular meetings annually, including an annual performance meeting and a semi-annual performance meeting [2][3] - The annual performance meeting is to be held within four months after the fiscal year-end to review the annual report [3] - The semi-annual performance meeting is to be held within two months after the first half of the fiscal year [2] Group 2: Proposal and Meeting Procedures - Shareholders with more than 10% voting rights or one-third of the directors can propose a temporary board meeting [2] - Proposals must be submitted in writing and include specific details such as the proposer’s name, reasons for the proposal, and meeting logistics [4] - The board secretary is responsible for organizing communication with directors and ensuring they receive necessary materials for decision-making [5] Group 3: Voting and Decision-Making - Board meetings require the presence of more than half of the directors to be valid [11] - Each director has one vote, and decisions are made based on majority voting [9][10] - Directors must avoid conflicts of interest and are required to abstain from voting on matters where they have a personal interest [10][11] Group 4: Documentation and Record-Keeping - The board secretary is responsible for maintaining meeting records, including notifications, minutes, and voting results [28][29] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [26][27] - The documentation must be kept for ten years [28]

第二条 本制度所称对外担保是指公司以自有资产或信用为其他单位或个人提 供的保证、抵押、质押以及其他形式的担保（包括公司对控股子公司的担保），具体 种类包括借款担保，银行开立信用证、银行开具承兑汇票、保函等担保。公司及其 控股子公司的对外担保总额，是指包括公司对控股子公司担保在内的公司对外担保总 额与控股子公司对外担保总额之和。 中微半导体（深圳）股份有限公司 对外担保管理制度 第一章 总则 第一条 为规范中微半导体（深圳）股份有限公司（以下简称"公司"）对外担 保行为，有效控制对外担保风险，确保公司的资产安全，保护股东和其他利益相关者 的合法权益，根据《中华人民共和国民法典》（以下简称"《民法典》"）、《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》"）、《中微半导体（深圳）股份有限公司章程》（以下简称 "《公司章程》"），并参照《上市公司监管指引第 8 号——上市公司资金往来、 对外担保的监管要求》、《上海证券交易所科创板股票上市规则》等有关规定，结合 公司实际情况，特制定本制度。 本制度所称控股子公司是指，公司持有其 50% 以上的股份，或者能够决定其 ...

Core Viewpoint - The article emphasizes the complexity of water usage in semiconductor manufacturing, highlighting that while fabs consume millions of gallons of water daily, much of it is recycled and reused within the facility, with actual consumption primarily occurring through evaporation in cooling systems [2][3][29]. Water Usage in Semiconductor Fabs - Water is essential for advanced chip architecture, lithography, and backend packaging, serving multiple roles including cooling and waste transport [2]. - The average daily water usage in semiconductor fabs can reach millions of gallons, with cooling towers being the primary source of water loss due to evaporation [2][4]. - In hot and arid regions, evaporation plays a dominant role in water loss, while in cooler climates, the loss is significantly lower [2][4]. Water Management Strategies - Fabs are increasingly implementing smarter wastewater classification, reuse, and heat recovery technologies to reduce water demand [2][5]. - The water intake for a large fab can be equivalent to the water usage of a city with a population of one million, but most of this water is treated and reused within the facility [3][4]. - The water system in modern fabs consists of interconnected cycles, where raw or recycled water is treated to become ultra-pure water (UPW) for wafer processing [4][5]. Reuse and Recycling - Water undergoes multiple usage cycles within the fab, with ultra-pure water typically used only once, while other water types are collected for reuse in less sensitive applications [5][12]. - Companies like UMC have achieved high water recovery rates, with UMC reporting an overall process water recovery rate of 84.3% [12][13]. - The use of recycled water is prioritized, with UMC's Singapore facility using approximately 97.6% recycled water in 2024 [13]. Infrastructure and Planning - Municipal water suppliers must demonstrate their capacity to meet long-term water needs for industrial projects, as seen in Phoenix, Arizona [3][7]. - Effective water management requires long-term planning and infrastructure development to support semiconductor manufacturing [7][8]. Challenges and Innovations - The purity of water is a critical factor that limits reuse; maintaining high purity levels is essential for advanced manufacturing processes [9][10]. - Digital twin technology is being utilized to optimize water and chemical flows, allowing for real-time monitoring and predictive maintenance [16][17]. - The industry faces challenges in measuring persistent chemicals at trillionth-level concentrations, which complicates water management strategies [26][27]. Conclusion - The key issue is not the volume of water used by fabs, but rather how much is recycled and how much is truly consumed, with evaporation being a significant factor in water balance [29]. - Effective water management strategies, including classification, routing, and monitoring, are essential for sustainable semiconductor manufacturing [29].

Group 1 - The U.S. has significantly increased tariffs on Indian imports to 50%, while delaying tariff plans for China by 90 days, highlighting a disparity in trade treatment [1][3] - India's exports of key products like jewelry and textiles to the U.S. could drop by up to 80% due to the new tariffs, potentially leading to a significant loss in market presence [1][4] - The Indian government has expressed strong discontent, labeling the U.S. actions as "unfair" and "unreasonable," with immediate diplomatic repercussions including the cancellation of defense talks [1][4] Group 2 - The U.S. justifies the tariffs by citing India's increased imports of Russian oil, which now constitutes 45% of India's total oil imports, a significant rise since the onset of the conflict [3][4] - India's manufacturing sector has seen a decline, with the share of manufacturing in GDP dropping to 14.3%, contrary to the government's goal of reaching 25% by 2025 [3][4] - The Indian government's initiatives to boost manufacturing have been largely ineffective, with less than 8% of promised subsidies disbursed and many projects stalled [3][4] Group 3 - Moody's has warned that the new tariffs could cause India's GDP growth to fall below 6%, severely impacting its manufacturing ambitions [4][6] - The U.S. market accounts for 18% of India's exports, and the Indian pharmaceutical sector faces challenges in finding alternative markets for its generic drugs [4][6] - The disparity in economic power is evident, as the U.S. is less reliant on Indian products compared to its dependence on Chinese manufacturing capabilities [6][8] Group 4 - The relationship between the U.S. and India is at a low point, with recent tensions reminiscent of the sanctions imposed in 1998 following India's nuclear tests [8][9] - Despite previous efforts to strengthen ties, the current geopolitical landscape, particularly regarding Russian oil imports, has strained U.S.-India relations [8][9]