国泰海通证券股份有限公司 关于合肥新汇成微电子股份有限公司 员工借款管理办法的核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐机构"）作为 合肥新汇成微电子股份有限公司（以下简称"汇成股份"或"公司"）首次公开 发行股票并上市及向不特定对象发行可转换公司债券的保荐机构，根据《证券发 行上市保荐业务管理办法》 《上海证券交易所科创板股票上市规则》 《上海证券交 易所上市公司自律监管指引第 1 号——规范运作》和《上海证券交易所上市公司 自律监管指引第 11 号——持续督导》等法律法规的相关规定，对公司制定《合 肥新汇成微电子股份有限公司员工借款管理办法》 （以下简称" 《员工借款管理办 法》 "）的相关事项进行了核查，核查情况及核查意见如下： 《员工借款管理办法》的目的及适用范围 （一）目的 为更好的吸引与留住优秀人才，解决员工在生活中遇到的临时性资金困难， 应对短期资金需求，以提升员工福利与归属感，促进公司与员工共同发展。 （二）适用范围 公司（含合并报表范围内各级子公司）中高层管理人员（不包含高级管理人 员）及有特殊贡献人员适用本办法； 《员工借款管理办法》全文同日在上海证券交易所网站（ww ...

Core Viewpoint - The report details the shareholding changes of Chengdu Sike Rui Microelectronics Co., Ltd. due to the reduction of shares held by its major shareholders, Ningbo Tongtai Xin and Ningbo Tongyuan Youbo, which has led their combined shareholding to fall below 5% [1][16][20]. Group 1: Shareholding Changes - Ningbo Tongtai Xin and Ningbo Tongyuan Youbo collectively held 8,400,000 shares, representing 8.40% of the company before the reduction [5]. - The shareholding was reduced through various methods including centralized bidding and inquiry transfer, resulting in a combined holding of 4,870,000 shares, or 4.87% of the total share capital after the reduction [7][20]. - The reduction process included a planned decrease of up to 6,000,000 shares, which is 6% of the total share capital, and was executed in stages from August 2023 to August 2025 [6][19]. Group 2: Transfer Details - The inquiry transfer price was set at 29.50 yuan per share for the transfer of 2,200,000 shares [15][22]. - The transfer did not involve the company's controlling shareholders, actual controllers, directors, or senior management [15][16]. - The transfer process was conducted in compliance with relevant laws and regulations, ensuring fairness and transparency [24]. Group 3: Future Plans - The shareholders do not rule out the possibility of further reducing their holdings within the next 12 months based on market conditions [4][6]. - The report confirms that there are no restrictions on the transferred shares, such as pledges or freezes [8].

Core Viewpoint - Shanghai Xinxiangwei Electronics Co., Ltd. has implemented a share repurchase plan to enhance shareholder value and improve company performance through the buyback of its own shares [2][5]. Group 1: Share Repurchase Plan - On February 20, 2024, the company approved a share repurchase plan using its own funds, with a total repurchase amount between RMB 45 million and RMB 80 million, and a maximum repurchase price of RMB 16.60 per share [2]. - The maximum repurchase price was adjusted to RMB 16.56 per share following the annual equity distribution for 2023 [3]. - On February 10, 2025, the company revised the repurchase plan, increasing the maximum price to RMB 30.00 per share and extending the repurchase period by six months to August 19, 2025 [4]. Group 2: Implementation Status - The company executed its first share repurchase on March 22, 2024, and has since reported monthly progress on the repurchase activities [5]. - As of August 19, 2025, the company had repurchased a total of 3,970,253 shares, representing 0.86% of the total share capital, with a total expenditure of approximately RMB 55.68 million [5]. Group 3: Share Handling Arrangements - The repurchased shares will be used for employee stock ownership plans or equity incentives, and any unutilized shares within three years will be canceled [8]. - During the holding period, the repurchased shares will not have voting rights or rights to dividends and other benefits [8].

江苏捷捷微电子股份有限公司 2025 年半年度报告 | 摘要 | | | | | | | --- | --- | --- | --- | --- | --- | | 证券代码：300623 证券简称：捷捷微电 | | | 公告编号： | | | | 2025-045 | | | | | | | 江苏捷捷微电子股份有限公司2025年半年度报告摘要 | | | | | | | 一、重要提示 | | | | | | | 本半年度报告摘要来自半年度报告全文，为全面了解本公司的经营成果、财务状况及未来发展规划，投 | | | | | | | 资者应当到证监 | | | | | | | 会指定媒体仔细阅读半年度报告全文。 | | | | | | | 所有董事均已出席了审议本报告的董事会会议。 | | | | | | | 非标准审计意见提示 | | | | | | | □适用 ?不适用 | | | | | | | 董事会审议的报告期利润分配预案或公积金转增股本预案 | | | | | | | □适用 ?不适用 | | | | | | | 公司计划不派发现金红利，不送红股，不以公积金转增股本。 | | | | | | | 董 ...

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].

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]

Core Viewpoint - The company has established a comprehensive external guarantee management system to regulate guarantee behavior, control operational risks, and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The external guarantee refers to the company providing guarantees, mortgages, or pledges for others, including subsidiaries within the consolidated financial statements [1]. - The total amount of external guarantees by the company and its subsidiaries must be uniformly managed, requiring board or shareholder approval for any guarantee actions [1][2]. - Guarantees must adhere to principles of legality, prudence, mutual benefit, and safety, with strict risk control measures in place [1][2]. Group 2: Decision-Making Authority - The board of directors must approve external guarantees exceeding 10% of the company's latest audited net assets, and total guarantees exceeding 50% of the latest audited net assets require shareholder approval [3][4]. - Guarantees for subsidiaries can be exempt from certain regulations if they do not harm the company's interests [3][4]. Group 3: Application and Review Process - The finance department is responsible for receiving guarantee applications and must conduct a thorough assessment of the creditworthiness of the guaranteed party [11][12]. - The board of directors must carefully evaluate guarantee applications, potentially hiring external professionals for risk assessment [15][16]. Group 4: Daily Management and Risk Control - Written contracts must be established for all external guarantees, and the finance department is tasked with the daily management and record-keeping of these guarantees [19][20]. - Continuous monitoring of the financial status of the guaranteed party is required, with immediate reporting to the board if significant adverse changes occur [22][23]. Group 5: Miscellaneous Provisions - The company retains the right to pursue claims against guarantees if the guaranteed party defaults, and must participate in bankruptcy proceedings if necessary [24][25]. - The management system will take effect upon approval by the company's shareholders [32].

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]

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]