Securities code: 688396 Securities abbreviation: China Resources Micro Announcement No.: 2024-019

China Resources Microelectronics Co., Ltd

Announcement on amending the Articles of Association

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

1. Approval procedures for amending the performance of the Articles of Association

On December 30, 2024, China Resources Microelectronics Co., Ltd. (hereinafter referred to as "China Resources Microelectronics" or the "Company")

The 19th meeting of the second session of the board of directors was held, and the "Proposal on Amending the Memorandum and Articles of Association of the Company" was deliberated and approved, and this matter still needs to be submitted to the general meeting of shareholders for deliberation.

2. Amendments to the Articles of Association

In accordance with the provisions of laws, regulations, normative documents and business rules such as the Securities Law of the People's Republic of China, the Guidelines for the Articles of Association of Listed Companies and the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, as well as the laws of the Cayman Islands, where the company is registered, and in combination with the actual situation of the company, the Memorandum and Articles of Association of the Eighth Amendment and Restatement applicable after the company's listing are amended and supplemented accordingly.

The main contents are revised as follows:

Original Terms Revised Terms

All expressions of "general meeting of shareholders" in the original articles of association were revised to "shareholders' meeting"

The expression "more than half" in the original articles of association was revised to "more than half"

Article 11 The issuance of the company's shares shall be open and the principles of openness, fairness, fairness, and impartiality shall be implemented, and each share of the same type shall be just, and each share of the same type shall have the same rights. rights under these Bylaws. Subject to the provisions of these Articles of Association, the Company shall have the right to issue any unissued shares on such terms and conditions as it may determine, but any unissued shares shall be issued in accordance with the terms and conditions of the same class of shares issued at the same time, and the conditions and prices of the same shares shall be the same for each share. The price should be the same; The shares subscribed by the subscriber shall be per share

Pay the same price.

Original Terms Revised Terms

Article 20 The company has been issued before its listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange

Article 20 The shares of the company that have been listed on the SSE STAR Market before the date of the company's initial listing on the SSE STAR Market shall not be transferred within one year from the date of the company's shares on the SSE STAR Market.

It is not transferable for one year from the date of initial listing. Directors of the Company The directors and senior management of the company shall report to the company their holdings, and the senior management personnel shall report to the company the shares of the company and their changes, and the shares of the company and their changes shall not be transferred under the following circumstances: (1) the shares of the company shall not be transferred under the position determined at the time of taking office: (1) the shares to be transferred each year during the proposed period of each year exceed the shares they hold of the company and the shares transferred exceed the same type of shares they hold in the company 25% of the total number of issued shares of Class I; (2) 25% of the total number of issued shares of the Company's share class; (2) within one year from the date of the first listing and trading of the Company's shares on the SSE STAR Market; (3) within six months after the above-mentioned personnel leave the company for the first time on the STAR Market of the Shanghai Stock Exchange.

Within one year; (3) After the above-mentioned personnel leave the company, the transfer of six shares is restricted by the relevant laws and administrative regulations in China

within the month. If the pledge is made within the time limit, the pledgee shall not do so within the time limit for transfer

Make a pledge.

Article 21 The directors and senior management of the company, Article 21 the directors, senior management of the company, and the shareholders who hold more than 5% of the total number of issued shares of the company (except for the shareholders of the sponsor (except for the securities companies that hold more than 5% of the shares due to the underwriting of the purchase of the remaining shares after the purchase of the remaining shares in the initial public offering or the purchase of the remaining shares after the sale of the remaining shares in the initial public offering), except for the securities companies that hold them), If the Company's shares or other securities with an equity nature held by the Company are sold within six months after the purchase or other securities with an equity nature, or sold within six months after the sale, or bought again within six months after the sale, the proceeds therefrom shall be owned by the Company, and the Board of Directors of the Company shall be owned by the Company, and the proceeds therefrom shall be owned by the Company, and the Company shall recover the proceeds. The directors, supervisors and senior board of directors mentioned in this article will recover their earnings. For the purposes of this article, the term "stocks held by directors, managers, and natural person shareholders" or other securities with the nature of equity held by directors, supervisors, senior managers, and natural person shareholders includes stocks or other securities with the nature of equity held by their spouses, parents, and children, as well as stocks or other securities with shares held by their spouses, parents, and children, including securities held by their spouses, parents, and children, and securities with the nature of using other rights.

Shareholders who hold shares or other equity shares held by the company's board of directors refuses or does not comply with the provisions of the preceding paragraph

qualitative securities. The board of directors may be required to execute within 30 days at the general meeting of shareholders

The board of directors of the company refuses or does not comply with the provisions of the preceding paragraph. If the board of directors of the company fails to execute the shares of the company within the above-mentioned time limit, the shareholders may, at the general meeting of shareholders, request that the board of directors have the right to execute the shares in their own name or within 30 days for the benefit of the company. The Board of Directors of the Company did not directly file a lawsuit against the Directors in the name of the above-mentioned period.

If the board of directors of the company does not follow the provisions of the first paragraph of this article, the directors who violate the provisions of the first paragraph of this article shall be jointly and severally liable to the company in their own name or in the name of the company

The director filed a lawsuit. Liability.

The board of directors of the company does not follow the provisions of the first paragraph of this article

Original Terms Revised Terms

In the case of a violation of the provisions of the first paragraph of this article, the director shall report to the company

The company is jointly and severally liable.

Article 31 The controlling shareholders and actual control of the company Article 31 The controlling shareholders, actual controllers, personnel, directors and senior management of the company shall not use their related relationships to damage the relationship between the public association and the interests of the company. Those who violate the regulations shall be in the interests of the company. In case of violation of the provisions, the company shall be liable for all losses and damages suffered by the company as a result.

Indemnification.

Article 34 The following relevant matters shall be handled by the general meeting of shareholders Article 34 The following relevant matters shall be handled by the general meeting of shareholders and the general meeting of shareholders

Deliberation: Deliberation:

(1) Decide on the company's business policy and investment plan; (1) Decide on the company's business policy and investment plan;

(2) Election and replacement of directors and determination of the remuneration of the directors concerned (12) Election and replacement of directors and determination of the remuneration of the directors concerned

remuneration matters; Matters;

(3) To review and approve the report of the Board of Directors; (23) To review and approve the report of the Board of Directors;

(4) Review and approve the company's annual financial budget (4) Review and approve the company's annual financial budget plan and final accounts

case, final account plan; Scheme;

(5) Review and approve the company's dividend distribution plan and make up for losses (35) Review and approve the company's dividend distribution plan and make up for losses

Loss-making plan; loss schemes;

(6) Approve the increase or decrease of the company's authorized issuance of shares (46) Approve the increase or decrease of the total number of shares authorized by the company

the total number of shares or the total number of shares outstanding; or the total number of shares outstanding;

(7) Approve the issuance of equity securities, including bonds and notes (57) Approve the issuance of equity securities, including bonds and notes;

Occupy; (68) Approve the Law on Merger, Dissolution, Liquidation or Modification of Companies

(8) Approve the merger, dissolution, liquidation or change of the form of the company;

more legal form; (79) Approve the amendment of the Memorandum of Association or these Articles of Association,

(9) Approve the amendment of the memorandum or details of the articles of association or adopt the new memorandum or articles of association of the company;

or through the company's new memorandum or articles of association (80) to hire or dismiss the company's accounting firm;

Rule; (91) Approve the burden provided for in Article 36 of these Articles of Association

(10) Hiring or dismissing the company's accounting firm; Warranties;

(11) Approve the provisions of Article 36 of the Articles of Association: (12) Consider the purchase and sale of major assets by the company within one year

guarantees; The single or cumulative amount of production exceeds the company's latest audited total

(12) To deliberate on the purchase and sale of 30% of the company's heavy assets within one year;

The single or cumulative amount of large assets exceeds the company's most recent (eleventh) review of the equity incentive plan and employee stock ownership

30% of the total audited assets; Scratch;

(13) Review the equity incentive plan and employee stock ownership plan (124) Review and approve a single transaction or a cumulative amount for 12 consecutive months

Scratch; The amount incurred accounts for the company's latest audited total assets or market value (fixed

Original Terms Revised Terms

(14) To review and approve a single transaction or a cumulative period of 12 consecutive months, as defined in the relevant laws of the People's Republic of China) of more than 1% and more than RMB 3,000, with an amount of more than 10,000 yuan of the Company's latest audited total assets (except for the Company's cash assets donated and more than 1% of the market value (as defined in the relevant laws of the People's Republic of China) guarantees);

and related party transactions exceeding RMB30 million; (135) Approve Paragraph 1 of Article 15 of these Articles of Association (except for cash assets donated by the Company and the provision of guarantees); share repurchase as provided for in subparagraphs (1) and (2); (15) Approve the first paragraph of Article 15 of these Articles of Association (146) Approve the share repurchase law stipulated in the Cayman Company Law, items (1) and (2) of the relevant laws of the People's Republic of China, relevant administrative regulations or the provisions of these Articles of Association shall be provided by the shareholders

Matters; Other matters approved by the general meeting of shareholders.

(16) Approval of the Cayman Company Law, the relevant shareholders' meeting in China may authorize the board of directors to make a decision on the issuance of corporate bonds, the relevant administrative regulations or the provisions of these articles of association.

Other matters to be approved by the general meeting of shareholders. Except as provided in paragraph 2 of article 34 of these statutes, the above-mentioned Units:

The functions and powers of the above-mentioned shareholders shall not be exercised by the directors or other institutions or individuals by the board of directors or other institutions or individuals by authorization, entrustment or other means, or by the other means of the board of directors or other institutions and individuals.

Exercise.

Article 48 The company convenes a general meeting of shareholders and the board of directors Article 48 When a company convenes a general meeting of shareholders, the board of directors and the shareholders who individually or jointly hold more than 3% of the company's issued shares and those who individually or jointly hold more than 13% of the company's issued shares have the right to submit proposals to the company

Deliberation at the general meeting of shareholders. Deliberations of the General Assembly.

Holding more than 3% of the issued shares of the company individually or collectively Holding more than 13% of the issued shares of the company alone or in aggregate

Shareholders may raise the shareholder 10 days before the shareholders' meeting

Submit a proposal and submit it in writing to the convener. The convener shall make a provisional proposal and submit it to the convener in writing, and the temporary proposal shall be clearly issued to the general meeting of shareholders within 2 days after receiving the proposal. The convenor shall receive the proposal at the time of receipt

Notices, informing of the contents of the provisional proposal. Within 2 days after the issuance of a supplementary notice of the general meeting of shareholders and a notice of pro

Except for the circumstances specified in the preceding paragraph, the convener shall not amend the content of the proposal at the time of issuing the shareholders' proposal and submitting the temporary proposal to the notice of the shareholders' meeting, but the temporary proposal violates the relevant laws and administrative regulations of the People's Republic of China

Listed proposals or new proposals added. The provisions of the Articles of Association may not be within the scope of the powers of the shareholders' meeting

Except for those not specified in the notice of the general meeting of shareholders or not in accordance with the terms of association.

The proposal provided for in Article 47 of the Detailed Rules shall not be issued to the shareholders at the shareholders' meeting except for the circumstances specified in the preceding paragraph

Voting and deliberation at the General Assembly. After the notice of the general meeting, the notice of the general meeting of shareholders shall not be amended

Listed proposals or new proposals added.

The notice of shareholders' meeting and general meeting of shareholders is not listed or does not comply with the Articles of Association

The proposals provided for in Article 47 of the Rules shall not be submitted to the shareholders at the shareholders' meeting

Voting and deliberation at the General Assembly.

Article 62 The general meeting of shareholders shall be presided over by the chairman of the board. Article 62 The general meeting of shareholders shall be presided over by the chairman of the board of directors. supervise

Original Terms Revised Terms

If the chairman of the board of directors is unable to perform his duties or fails to perform his duties, the executive vice chairman of the board of directors (if the company has two or more vice chairmen (if the company has two or more vice chairmen, the chairman of the board of directors who is jointly elected by more than half of the directors and half or more of the directors jointly elects the vice chairman of the board of directors) shall preside over the meeting). The executive vice chairman cannot perform the exercise. If the executive vice chairman is unable to perform his duties or fails to perform his duties or duties, a director who is jointly elected and appointed by more than half of the directors of the company, who is jointly elected and appointed by more than half of the directors of the company, presides over the shareholders' meeting.

Congress. A general meeting of shareholders convened by the shareholders ("convening shareholders") on their own,

A general meeting of shareholders convened by the shareholders ("convening shareholders") shall be presided over by a representative nominated by the convening shareholders.

It is presided over by the representative elected by the convening shareholders. When convening a general meeting of shareholders, the presiding officer of the meeting violates the shareholders' meeting

When convening a general meeting of shareholders, if the presiding officer of the meeting violates the rules of procedure of the general meeting of shareholders and makes it impossible for the general meeting of shareholders to continue the meeting, the general meeting of shareholders may nominate one person to serve as the presiding officer of the meeting and continue the meeting after more than half of the shareholders and agents present at the shareholders' meeting, and with the consent of the shareholders and proxies who can be used at the shareholders' meeting.

person acts as the moderator of the meeting and continues the meeting.

Article 71 The following matters shall be popularized by the general meeting of shareholders Article 71 The following matters shall be popularized by the general meeting of shareholders and the general meeting of shareholders

Resolution: Resolution:

(1) A report on the work of the board of directors; (1) A report on the work of the board of directors;

(2) The dividend distribution plan formulated by the board of directors and the company (2) The dividend distribution plan formulated by the board of directors and the company's loss

loss-making schemes; loss schemes;

(3) The appointment and removal of members of the board of directors and their remuneration and payment (3) The appointment and removal of members of the board of directors and the method of remuneration and payment;

Method; (4) The company's annual budget plan and final account plan;

(4) The company's annual budget plan and final account plan; (45) Annual report of the company;

(5) The company's annual report; (56) Except as provided by relevant laws, administrative regulations or this Charter

(6) Matters other than those listed in the relevant laws, administrative regulations, or Article 72 of these Detailed Rules and Regulations that shall be adopted by special resolution and those listed in Article 72 of the Articles of Association.

Other matters other than those adopted by resolutions.

Article 92 A director of a company who is a natural person shall not be a director of the company under any of the following circumstances: 1. A director of a company shall not be a director of the company:

(1) Lack of capacity for civil conduct or limited capacity for civil conduct (1) Lack of capacity for civil conduct or limited capacity for civil conduct (fixed

Force (as defined in the relevant PRC laws); See the relevant Chinese laws);

(2) Being sentenced to criminal punishment for corruption, bribery, embezzlement of property, or misappropriation of property, or for undermining or undermining the order of the social market economy, and being sentenced to a criminal punishment before the expiration of the enforcement period

Penalties shall expire if the period of enforcement has not exceeded 5 years, or if they have been stripped of their political rights for more than 5 years for committing a crime, or if they have been deprived of political rights for committing a crime

seizure of political rights, the expiration of the enforcement period has not exceeded five years; Where a suspended sentence has not yet been granted for 5 years, it is from the date on which the probationary period of the suspended sentence is completed

Original Terms Revised Terms

(3) Serving as a director of a company or enterprise in bankruptcy liquidation for less than two years;

(3) A director or manager who serves as a director or director of a company or enterprise in bankruptcy liquidation and is personally liable, and who is personally liable for the bankruptcy of the company or enterprise as a manager of the company or enterprise in bankruptcy liquidation,

Not more than 3 years from the date of completion; less than 3 years from the date of completion of the bankruptcy liquidation of the company or enterprise;

(4) Serving as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to illegal activities, and who is the legal representative of a company or enterprise that bears personal responsibility, and who is personally responsible, from the date on which the business license of the company or enterprise is revoked and the company or enterprise is ordered to close down

less than 3 years from the date of the license; Less than 3 years;

(5) Debts of a relatively large amount borne by an individual are due and unpaid (5) Debts of a relatively large amount borne by an individual are due and unliquidated

Repay; The court of the jurisdiction is listed as a judgment defaulter;

(6) Banned from the securities market by the China Securities Regulatory Commission (6) Banned from the securities market by the China Securities Regulatory Commission

fine, the time limit has not expired; Less than full;

(7) Relevant laws, administrative regulations or departments of the People's Republic of China (7) Relevant laws, administrative regulations or departmental rules and regulations of the People's Republic of China

Other circumstances provided for in the regulations. other circumstances.

In the event of the election or appointment of directors in violation of the provisions of this Article, the election, appointment or appointment of directors shall be invalid. If the director falls under this circumstance, the appointment may be invalid. In the event of any of the circumstances in this article, the director shall be automatically disqualified, and shall not be disqualified from serving as a director of the company, and shall not be allowed to serve as a director of the company.

Director.

Article 103 The Board of Directors shall consist of not more than 19 Directors Article 103 The Board of Directors shall consist of not more than 19 Directors.

Thing composition. On the date of adoption of these Articles of Association, the Board of Directors of the Company shall consist of 911 directors

The committee consists of 9 directors and 1 chairman. Composition, with 1 chairman.

Article 1004 The Board of Directors shall exercise the following functions and powers: Article 104 The Board of Directors shall exercise the following functions and powers:

(1) Convene the general meeting of shareholders and report to the general meeting of shareholders (1) Convene the general meeting of shareholders and report to the general meeting of shareholders

Make; reporting work;

(2) To implement the resolutions of the general meeting of shareholders; (2) To implement the resolutions of the shareholders' meeting and the general meeting of shareholders;

(3) Decide on the company's business plan and investment plan; (3) Decide on the company's business plan (including the company's annual financial budget (4) to formulate the company's medium and long-term development strategic plan, annual plan, and final account plan) and investment plan;

investment plan and improve investment management mechanism; (4) Formulate the company's medium and long-term development strategic planning and annual investment

(5) Formulate the company's annual financial budget plan, final account plan and improve the investment management mechanism;

Scheme; (5) Formulate the company's annual financial budget plan and final account plan;

(6) Formulate the company's dividend distribution plan and make up for losses (56) Formulate the company's dividend distribution plan and make up for losses

Scheme; Table;

(7) Formulating a company to increase or decrease the total authorized share capital or (67) Formulating a company to increase or decrease the authorized total share capital or the issued and issued share capital, issuing equity securities (including bonds, bank share capital, issuing equity securities (including bonds and notes) and the company

Original Terms Revised Terms

notes) and the listing of the company's shares on the relevant stock exchange;

Scheme; (78) Formulating major acquisitions, mergers, dissolutions and changes of the company

(8) Formulating plans for major acquisitions, mergers, dissolutions and changes of the company;

more corporate schemes; (89) Decide on Article 15 (3) and Clause of these Articles of Association

(9) To decide on the share repurchase matters specified in subparagraphs (3), (5) and (6) of Article 15 of these Articles of Association; Share repurchase as provided for in subparagraphs (5) and (6) (90) Determine the establishment of the company's internal management organization;

Matters; (11) Appointing or dismissing the president and secretary of the board of directors of the company;

(10) Decide on the establishment of the company's internal management body; According to the nomination of the president, the vice president and finance of the company are appointed or dismissed

(11) Appointing or dismissing the company's president, secretary general of the board of directors and other senior management personnel, and deciding on their performance appraisals and salaries; According to the nomination of the president, the appointment or dismissal of the company's remuneration distribution, rewards and punishments. In accordance with the principles of scientifically determining the contract objectives, regulating the vice president, chief financial officer and other senior management personnel, and deciding on tenure management, strict assessment and exit, etc., senior management determines its performance appraisal, salary distribution, rewards and punishments. According to the selection and recruitment of personnel, establish and improve the salary of senior management personnel according to the scientific determination of contract objectives, standardize tenure management, strict management, and business performance appraisal mechanism.

(11) 12) Manage the salary distribution of the company's employees;

Selection and recruitment, establish and improve the remuneration of senior management (123) manage the company's major financial affairs;

Management and business performance appraisal mechanism. (134) Formulate the company's basic management system;

(12) To manage the distribution of wages to the company's employees; (145) Formulating amendments to the memorandum of association or the articles of association

(13) To manage the company's major financial affairs; change the plan;

(14) Formulate the basic management system of the company; (156) To the shareholders' meeting and the general meeting of shareholders to propose the appointment or replacement

(15) The accounting firm that formulates the memorandum of association or the articles of association of the company for auditing;

modify the scheme; (167) Listen to the work report of the president of the company and inspect the president

(16) To propose to the general meeting of shareholders for employment or replacement of the company's work;

audit of the accounting firm; (178) Within the scope of the authorization of the shareholders' meeting and the general meeting of shareholders, the decision shall be made

(17) Listen to the work report of the president of the company and inspect the company's foreign investment, purchase and sale of assets, external guarantees,

work of layoffs; Asset mortgage, entrusted wealth management, related party transactions, external donations, etc

(18) To decide on the company's items within the scope of the authorization of the general meeting of shareholders;

Foreign investment, purchase and sale of assets, external guarantees, (189) Review and approve the asset mortgage, entrusted wealth management, related party transactions, and external donations stipulated in Article 36 of the Articles of Association, which shall be subject to the scope of deliberation of the shareholders' meeting and the general meeting of shareholders

gifts, etc.; Guarantees;

(19) To review and approve Article 36 of the Articles of Association; (19) 20) To manage the company's information disclosure;

The company shall be subject to the review of the general meeting of shareholders of the company (221) the relevant laws, administrative regulations and departmental regulations of the People's Republic of China

external guarantees; Chapter, the Articles of Association or other duties granted by the general meeting of shareholders

(20) To manage the company's information disclosure; Right;

(21) China's relevant laws, administrative regulations, and departments Matters beyond the scope of the board of directors authorized by the shareholders' meeting and the general meeting of shareholders shall:

Original Terms Revised Terms

The Regulations, these Articles of Association or other provisions granted by the General Meeting of Shareholders shall be submitted to the General Meeting of Shareholders for deliberation.

Authority; The Board of Directors of the Company shall establish an Audit and Compliance Committee and shall establish an Audit and Compliance Committee in accordance with all the requirements

For matters beyond the scope of the Board of Directors authorized by the General Meeting of Shareholders, one or more battles shall be established as required by relevant laws and regulations

When submitted to the general meeting of shareholders for consideration. Special committees on strategy, nomination, remuneration and appraisal. Ad Hoc Member

The Board of Directors of the Company shall establish an Audit and Compliance Committee, which shall be accountable to the Board of Directors and shall establish one or perform its duties in accordance with the requirements of these Articles of Association and all relevant laws and regulations authorized by the Board of Directors, and the proposal shall be submitted to the Board of Directors for deliberation and decision. The members of more than one special committee on strategy, nomination, remuneration and appraisal are all composed of directors, including the Audit and Compliance Committee. The special committee shall be responsible to the board of directors, and shall perform their duties in accordance with the articles of association, the nomination committee, and the remuneration and appraisal committee, and shall hold the majority and serve as the convener in accordance with the articles of association and the authorization of the board of directors, and shall submit the case to the board of directors for deliberation and decision according to the case applicable to listed companies in China. The convener members of the Audit and Compliance Committee are all directors, of which the Audit and Compliance Committee is an accounting professional.

The Nomination Committee, the Remuneration and Appraisal Committee

The directors have a majority and act as the convenors, according to the applicable to

China's relevant rules and regulations for listed companies in China, auditing

The convener of the Compliance Committee is an accounting professional.

Article 107 The board of directors shall determine the authority related to foreign investment, investment, acquisition and sale of assets, asset mortgage, external acquisition and sale of assets, asset mortgage, external guarantee matters, entrusted insurance matters, entrusted wealth management, related party transactions, external donation wealth management, related party transactions, and external donations, establish strict authority, and establish strict review and decision-making procedures; review and decision-making procedures; Major investment projects that require the approval of the shareholders' meeting and large investment projects shall organize relevant experts and professionals Before reporting to the shareholders' meeting for deliberation, relevant experts and professionals shall be organized

Review and report to the general meeting of shareholders for approval. Review and report to the general meeting of shareholders for approval.

Article 108 If the transaction of the company (except for the provision of guarantees) meets one of the following criteria, it shall be submitted to the board of directors for deliberation:

The Board of Directors deliberates: (1) The total amount of assets involved in the transaction (both book value and (1) The total assets involved in the transaction (if there is an appraisal value at the same time, whichever is higher) accounts for more than 510% of the company's total assets if it is the latest audited face value and appraisal value, whichever is higher;

More than 10% of the total audited assets in the most recent period; (2) The transaction amount accounts for more than 510% of the company's market value;

(2) The transaction value of the transaction accounts for 10% of the company's market capitalization (3) The most recent fiscal year of the subject matter of the transaction (such as equity).

Above; Net assets account for more than 510% of the company's market capitalization;

(3) the most recent meeting of the subject of the transaction (e.g., equity) (4) The net assets of the subject of the transaction (e.g., equity) in the most recent fiscal year account for more than 10% of the company's market value; Off's operating income accounted for the company's most recent audited fiscal year

(4) The transaction target (e.g. equity) has more than 510% of the latest accounting operating income and exceeds RMB 10 million

Annual related operating income accounts for the most recent member of the company;

more than 10% of the audited operating income of the year, and (5) the profit generated by the transaction accounts for the company's most recent fiscal year

Original Terms Revised Terms

Over RMB10 million; More than 510% of the audited net profit and more than RMB 100

(5) The profit generated by the transaction accounts for the company's most recent 10,000 yuan;

More than 10% of the audited net profit for the year of accounting, and more than (6) the most recent fiscal year of the subject matter of the transaction (e.g. equity).

RMB 1,000,000; The net profit of the Company accounted for the Company's audited net for the most recent fiscal year

(6) More than 510% of the latest accounting profit of the subject matter of the transaction (such as equity), and more than RMB 1 million.

The annual net profit accounts for more than 10% of the company's most recent accounting transactions, except for transactions that should be deliberated and approved by the shareholders' meeting and the board of directors, and exceeds the decision of the chairman or president authorized by the board of directors.

RMB 1,000,000.

Article 110 The board of directors shall have a chairman of the board of directors, and may appoint a permanent chairman of the board of directors. Chairman of the Board and Executive Vice Chairman. The chairman of the board of directors and the executive vice chairman are elected by the majority of all directors of the company. Elected by a majority of the directors.

Article 112 The executive vice chairman of the company shall assist the chairman of the board of directors in the work of the chairman of the board of directors of the company, and if the chairman of the board of directors of the company is unable to perform his duties or work, and the chairman of the board of directors of the company is unable to perform his duties or fails to perform his duties, the executive vice chairman shall perform his duties (if the company has two or two or more executive vice chairmen, the executive vice chairman shall perform his duties by more than half of the executive vice chairmen, The vice directors jointly elected by more than half of the directors and more than half of the directors shall perform their duties) The vice chairman of the board of directors jointly elected shall perform their duties) and perform their duties; perform duties on a regular basis; If the executive vice chairman is unable to perform his duties or the vice chairman of the board of directors is unable to perform his duties or fails to perform his duties, if the departer fails to perform his duties, one director shall be jointly elected by more than half of the directors and more than half of the directors to perform his duties. Elect one director to perform his or her duties.

Article 113 The Board of Directors shall convene at least two meetings of the Board of Directors each year Article 113 The Board of Directors shall convene at least four or two meetings of the Board of Directors each year, which shall be convened by the Chairman of the Board of Directors at regular meetings of the meeting, and shall be notified in writing to all Directors ten (10) days before the meeting. Notify all directors in writing (10) days in advance.

Before issuing a written notice of convening a regular meeting of the board of directors, the office of the board of directors shall fully solicit the opinions of the directors before issuing a written notice of convening a regular meeting of the board of directors. The chairman of the board of directors is preparing a proposal. Before formulating a proposal, the chairman of the board of directors shall solicit the opinions of the president and other senior management as necessary. Opinion.

Article 139 Except for the accounting books required by the Cayman Company Law and the relevant administrative regulations and departmental rules of China and China, the company shall not set up any accounting books other than the accounting books. The company does not keep other accounting books. The company's capital assets are not any assets, and no account is opened in the name of any individual.

Heir.

3. Attachment to the online announcement

1. Memorandum and Articles of Association of China Resources Microelectronics Co., Ltd. (Revised in 2024). The announcement is hereby made.

Board of Directors of China Resources Microelectronics Co., Ltd

December 31, 2024