Company code: 688396 Company abbreviation: China Resources Micro

China Resources Microelectronics Co., Ltd

Meeting materials of the first extraordinary general meeting of shareholders in 2025

January 2025

China Resources Microelectronics Co., Ltd

Notice to the First Extraordinary General Meeting of Shareholders in 2025

In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the shareholders' meeting of China Resources Microelectronics Co., Ltd. (hereinafter referred to as "CR Microelectronics" or the "Company"), and ensure the smooth progress of the meeting, in accordance with the laws of the Cayman Islands, where the company is registered, the Securities Law of the People's Republic of China, the Rules of the General Meeting of Shareholders of Listed Companies, the Memorandum and Articles of Association of the Company as amended and restated for the eighth time (hereinafter referred to as the "Articles of Association"), the Rules of Procedure of the General Meeting of Shareholders and other relevant laws and regulations, This notice is hereby formulated.

1. In order to confirm the attendance qualifications of shareholders or their agents or other attendees attending the meeting, the meeting staff will conduct necessary verification of the identities of the participants attending the meeting, and ask the checked persons to cooperate.

2. Shareholders and shareholders' agents attending the meeting must go through the sign-in procedures at the meeting site half an hour before the meeting, and present the securities account card, identity document or copy of the business license/registration certificate (with official seal), power of attorney, etc., a copy of the above registration materials shall be provided, a copy of the personal registration materials shall be signed by the individual, and the copy of the legal representative certification document shall be stamped with the company's official seal. After the start of the meeting, the presiding officer of the meeting announces the number of shareholders present at the meeting and the total number of shares with voting rights held by them, and shareholders who enter the meeting after this time are not entitled to participate in the on-site voting.

3. The meeting shall deliberate and vote on the motions in the order listed in the notice of the meeting.

4. Shareholders and their representatives enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders and their representatives participating in the general meeting of shareholders shall conscientiously perform their statutory obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholders' representatives, and shall not disturb the normal order of the general meeting of shareholders.

5. Shareholders and their representatives who request to speak shall speak only with the permission of the presiding officer of the meeting in accordance with the agenda of the meeting. If more than one shareholder and the shareholder's representative request to speak at the same time, the one who raises his hand first shall speak; If the presiding officer cannot be determined, the moderator shall designate the speaker. Shareholders and shareholders' representatives should speak or ask questions on the topics of the general meeting, be concise and to the point, and the time should not exceed 5 minutes.

6. When shareholders and their representatives request to speak, they shall not interrupt the report of the rapporteur of the meeting or the speeches of other shareholders and their representatives, and the shareholders and their representatives shall not speak when voting at the general meeting of shareholders. If the shareholders and their representatives violate the above provisions, the presiding officer has the right to refuse or stop them.

7. The moderator may arrange for the company's directors and senior management personnel to answer the questions raised by shareholders, and the moderator or the relevant personnel designated by the moderator have the right to refuse to answer questions that may leak the company's trade secrets and/or internal information and damage the common interests of the company and shareholders.

8. Shareholders and shareholders' representatives attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders and shareholder representatives attending the on-site meeting must sign the name of the shareholder on the voting ballot. Votes that are not filled, filled in incorrectly, illegible, or not cast are deemed to have waived the voting rights of the voter, and the voting results of the shares held by the voter shall be counted as "abstention".

9. The general meeting of shareholders adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.

10. The general meeting of shareholders will be witnessed and issued by the practicing lawyers of the law firm hired by the company on the spot.

11. During the meeting, participants should pay attention to maintaining the order of the venue, not moving around at will, adjusting the mobile phone to mute, refusing personal audio recording, video recording and taking pictures, and the meeting staff has the right to stop the behavior that interferes with the normal order of the meeting or infringes on the legitimate rights and interests of other shareholders and reports to the relevant departments.

12. Shareholders and their representatives shall bear the expenses incurred in attending the general meeting of shareholders. The Company does not provide gifts to shareholders and their representatives attending the general meeting of shareholders, and is not responsible for arranging accommodations for shareholders and their representatives attending the general meeting of shareholders, and treats all shareholders equally.

China Resources Microelectronics Co., Ltd

Agenda for the 1st Extraordinary General Meeting of Shareholders in 2025

1. Time, place and voting method of the meeting

1. On-site meeting time: 15:00 on January 17, 2025

2. On-site meeting place: No. 88, Liangqing Road, Binhu District, Wuxi City, Jiangsu Province

3. Convener of the meeting: the board of directors of China Resources Microelectronics Co., Ltd

4. Moderator: Mr. Chen Xiaojun, Chairman of the Board

5. The system, start and end date and voting time of online voting:

Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange

Online voting starts and ends from January 17, 2025 to January 17, 2025

The online voting system of the Shanghai Stock Exchange is adopted, and the voting time of the voting platform through the trading system is held at the general meeting of shareholders

The trading hours of the day (January 17, 2025), i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00;

The voting time of the online voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

2. Agenda of the meeting

(1) Participants sign in, receive meeting materials, and shareholders register for speeches

(2) The presiding officer announces the opening of the meeting and reports to the meeting the number of shareholders attending the on-site meeting and the number of voting rights held

(3) Read out the instructions for the general meeting of shareholders

(4) Elect members for vote counting and scrutineers

(5) To deliberate the motions of the meeting item by item

Serial Number Name of the non-cumulative voting motion

1. Proposal on amending the memorandum and articles of association of the company

2. Proposal on amending the Rules of Procedure of the Shareholders' Meeting of China Resources Microelectronics Co., Ltd. and other three systems

3 Proposal on the merger of three BVI companies by China Resources Microelectronics Co., Ltd

(6) Speeches and questions from shareholders and shareholders' representatives

(7) The shareholders attending the meeting voted on various proposals

(8) Adjourn the meeting and count the results of on-site voting

(9) Resumption of the meeting and reading out the results of on-site voting

(10) Adjourn the meeting, and count the on-site voting results and online voting results (the final voting results are based on the company's announcement.)

Quasi)

(11) The presiding officer reads out the resolution of the general meeting of shareholders

(12) Witness the lawyer's reading of the legal opinion

(13) Sign the documents of the meeting

(14) End of the meeting

Proposal 1: "Proposal on Amending the Memorandum and Articles of Association of the Company"

Dear Shareholders and Shareholders' Representatives,

According to the actual situation of the company, 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 accordance with the company's existing Memorandum and Articles of Association as amended and restated for the eighth time, it is proposed to revise the memorandum and articles of association of the company, and authorize the company's legal compliance department to handle the registration of industrial and commercial changes

The amended Memorandum and Articles of Association of the Company are detailed in the Company's Shanghai Stock Exchange dated December 31, 2024

<公司章程>Announcement on Amendment (No. 2024-019) and Memorandum and Articles of Association of China Resources Microelectronics Co., Ltd. (Revised in 2024) disclosed on the website of the Securities Exchange (http://www.sse.com.cn).

The above proposal has been deliberated and passed at the 19th meeting of the second board of directors of the company, and is now submitted to the general meeting of shareholders for consideration.

China Resources Microelectronics Limited

Board of Directors of China Resources Microelectronics Co., Ltd

January 17, 2025

Proposal 2: "Proposal on Amending <华润微电子有限公司股东会议事规则>the Three Systems"

Dear Shareholders and Shareholders' Representatives,

In order to meet the development requirements of the Company, in accordance with the provisions of laws, regulations, normative documents and business rules such as 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, it is proposed to revise the Rules of Procedure of the Shareholders' Meeting of China Resources Microelectronics Co., Ltd., the Rules of Procedure of the Board of Directors of China Resources Microelectronics Co., Ltd. and the Foreign Investment Management System of China Resources Microelectronics Co., Ltd., the specific contents of which are detailed in the Company's 2024 announcement

On December 31, China Resources Microelectronics Co., Ltd. disclosed on the website of the Shanghai Stock Exchange (http://www.sse.com.cn).

Rules of Procedure of the Shareholders' Meeting (2024 Revised Edition), "Rules of Procedure of the Board of Directors of China Resources Microelectronics Co., Ltd. (2024 Revised Edition)", "Management System for Foreign Investment of China Resources Microelectronics Co., Ltd. (2024 Revised Edition)".

The above proposal has been deliberated and passed at the 19th meeting of the second board of directors of the company, and is now submitted to the general meeting of shareholders for consideration.

China Resources Microelectronics Limited

Board of Directors of China Resources Microelectronics Co., Ltd

January 17, 2025

Proposal 3: "Proposal on the Absorption and Merger of Three BVI Companies by China Resources Microelectronics Co., Ltd." Shareholders and shareholders' representatives:

Po Tim Management Limited, Wah Long Property Limited and CRC Microelectronics Company Limited, among others

In order to promote the overall cost reduction and efficiency increase of the three BVI companies, the three BVI companies are planned to be absorbed and merged separately. The Board of Directors of the Company proposes to the General Meeting of Shareholders to authorize Li Hong and/or Wu Guoyi to sign all relevant documents on behalf of China Resources Microelectronics Co., Ltd. on behalf of China Resources Microelectronics Co., Ltd., and affix the Company's seal to such documents when they deem it necessary and appropriate, and the Legal and Compliance Department and the Finance Department of the Company shall handle the specific matters.

The above proposal has been deliberated and passed at the 18th meeting of the second board of directors of the company, and is now submitted to the general meeting of shareholders for consideration.

China Resources Microelectronics Limited

Board of Directors of China Resources Microelectronics Co., Ltd

January 17, 2025