Rules of Procedure of the Board of Supervisors of Hefei Jinghe Integrated Circuit Co., Ltd

Chapter I: General Provisions

Article 1 In order to standardize the contents, methods and procedures of the board of supervisors of Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as the "Company"), ensure the normal performance of the functions and powers of the board of supervisors, and give full play to the supervisory role of the board of supervisors, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China", the "Code of Governance for Listed Companies", the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other provisions and the "Articles of Association of Hefei Jinghe Integrated Circuit Co., Ltd." (hereinafter referred to as "Hefei Jinghe Integrated Circuit Co., Ltd.") (hereinafter referred to as " Articles of Association"), these rules are formulated.

Article 2 These rules are binding on the company's supervisors and relevant personnel attending the meetings of the board of supervisors.

Chapter II Board of Supervisors

Article 3 The Board of Supervisors shall be composed of 3 supervisors, including 2 supervisors elected by shareholders and the workers' congress

1 employee supervisor shall be elected, and the professional composition of the members of the board of supervisors shall meet the requirements for performing their duties.

Article 4 The Board of Supervisors shall have one Chairman of the Board of Supervisors, who shall be elected by more than half of all the supervisors. Chairman of the Board of Supervisors

convene and preside over meetings of the Board of Supervisors; If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, a supervisor shall be jointly nominated by more than half of the supervisors to convene and preside over the meeting of the board of supervisors. If required, one Supervisory Board liaison may be appointed as a staff member of the Supervisory Board.

Chapter 3 Meeting Notice and Sign-in

Article 5 The Board of Supervisors shall meet at least once every 6 months. Supervisors may propose to convene an interim board of supervisors

Meeting.

Article 6 In any of the following circumstances, the chairman of the board of supervisors shall convene a meeting of the interim board of supervisors within 10 days:

(1) When any supervisor proposes to convene the meeting;

(2) When the shareholders' meeting and the board of directors meeting pass resolutions that violate laws, regulations, rules, various provisions and requirements of regulatory authorities, the articles of association, resolutions of the shareholders' meeting of the company and other relevant provisions;

(3) When the misconduct of directors and senior management may cause significant damage to the company or cause a bad impact in the market;

(4) When the company, directors, supervisors, or senior management are sued by shareholders;

(5) When the company, its directors, supervisors, or senior management personnel are punished by the securities regulatory department or publicly reprimanded by the Shanghai Stock Exchange;

(6) When required to convene by the securities regulatory authorities;

(7) Other circumstances provided for by laws, regulations, normative documents and the articles of association.

The convener shall decide the time, place, and content of the meeting when convening a meeting of the board of supervisors. The notice of the meeting shall be signed by the convener, and the liaison officer of the board of supervisors shall be responsible for notifying all relevant personnel and preparing for the meeting.

Article 7 All supervisors shall be notified 5 days before the meeting of the board of supervisors to convene a meeting. There is an emergency

In this case, the convening of an interim meeting of the board of supervisors may be exempt from the time limit for the notice of the aforesaid meeting, but reasonable notice shall be given.

Article 8 The notice of the meeting of the board of supervisors shall be issued in the following form:

(1) In principle, the meeting of the board of supervisors shall be notified in writing, and the written notice shall include mail, registered mail, fax and telegram, e-mail, etc.

(2) If the time of the temporary meeting is urgent, it may be notified by phone or text message.

Article 9 The written notice of the meeting of the board of supervisors shall include the following contents:

(1) The date, place and duration of the meeting;

(2) the subject matter and issue;

(3) The date on which the notice was issued.

The oral notice of the meeting of the Board of Supervisors shall include at least the contents of item (1) above, as well as an explanation that an emergency meeting of the Board of Supervisors needs to be convened as soon as possible.

If the meeting materials are later than the notice, the company shall give the supervisors sufficient time to familiarize themselves with the relevant materials.

Article 10 In principle, the meeting of the board of supervisors shall be conducted in the form of an on-site meeting. On the premise of ensuring that supervisors fully express their opinions and communicate unimpeded, they may be conducted by means of telephone conferences, video conferences, etc. For proposals that need to be deliberated and passed by a resolution of the board of supervisors, but there is little need for exchanges and discussions among supervisors, they may be carried out by means of written summons, but the summons documents and related materials must be sent to all supervisors.

Article 11 After receiving the notice of the meeting, all persons who should participate in the meeting shall inform the liaison officer as soon as possible whether they will attend the meeting.

Article 12 If a supervisor is unable to attend the meeting for any reason, he or she may entrust other supervisors to attend and vote on his behalf.

The entrustment must be in writing, and the content and authority of the entrustment should be stated on the power of attorney. A written power of attorney should be sent to the liaison 1 day before the meeting, who will register the power of attorney and announce it to the attendees at the beginning of the meeting.

The power of attorney can be prepared by the liaison officer in a uniform format and sent to the supervisor with the notice.

Article 13 The meeting of the board of supervisors implements a sign-in system, and all participants must sign in person and cannot be signed by others. The conference sign-in book and other written materials of the meeting are archived and stored together.

Chapter IV Rules for Meeting Proposals

Article 14 The proposals that the company's supervisors and other personnel need to submit to the board of supervisors for study, discussion and decision shall be submitted to the liaison officer of the board of supervisors in advance, and the liaison officer of the board of supervisors shall collect and classify them and submit them to the convener for review, and the convener shall decide whether to include them in the agenda.

In principle, all proposals submitted should be included in the agenda, and for proposals not included in the agenda, the convener should explain the reasons to the proposer in writing, otherwise the proposer has the right to report the situation to the relevant regulatory authorities.

The content of the proposal shall be sent to all supervisors and relevant persons who need to attend the meeting together with the notice of the meeting.

Article 15 The proposal of the board of supervisors shall meet the following conditions:

(1) The content does not conflict with the provisions of laws, regulations, and the articles of association of the company, and falls within the scope of the company's business activities and the scope of responsibilities of the board of supervisors;

(2) The proposal is in the interests of the company and shareholders;

(3) There are clear topics and specific matters;

(4) The proposal shall be submitted in writing.

Article 16 The functions and powers of the board of supervisors and the contents of their deliberations include the following:

(1) Report to the shareholders' meeting;

(2) Review the company's periodic report prepared by the board of directors and put forward written audit opinions;

(3) To inspect the company's finances;

(4) Supervise the performance of the company's duties by directors and senior managers, and punish violations of the law

Proposals for removal of directors and senior managers by laws, administrative regulations, articles of association or resolutions of shareholders' meetings;

(5) When the behavior of directors and senior management harms the interests of the company, require the directors and senior management to make corrections;

(6) Propose to convene an extraordinary shareholders' meeting, and convene and preside over the shareholders' meeting when the board of directors is unable to perform or fails to perform the duties of convening and presiding over the shareholders' meeting as stipulated in the articles of association;

(7) To make proposals to the shareholders' meeting;

(8) Initiating litigation against directors and senior managers in accordance with the relevant provisions of the Company Law;

(9) If the company's operation is found to be abnormal, it may conduct an investigation, and if necessary, it may hire accounting firms, law firms and other professional institutions to assist it in its work, and the expenses shall be borne by the company;

(10) Other functions and powers granted by the articles of association or the shareholders' meeting.

Chapter 5 Rules of Procedure and Resolutions

Article 17 A meeting of the board of supervisors shall be held only when more than half of the supervisors are present, and the decision of the board of supervisors (including the decision of written summons) must be passed by more than half of all the supervisors.

Article 18 The chairman of the board of supervisors shall preside over the meeting of the board of supervisors. If the Chairman of the Board of Supervisors is unable to preside over the meeting for any reason, one of the Supervisors shall be designated to preside. If the chairman of the board of supervisors fails to perform his duties without reason, one supervisor may be jointly nominated by more than half of the supervisors to be responsible for convening and presiding over the meeting of the board of supervisors.

Article 19 The meeting of the board of supervisors shall give full play to the democracy of deliberation, respect the opinions of each supervisor, and allow the supervisors to retain their different opinions when making decisions. Supervisors who retain different opinions or dissenting opinions shall obey and implement the legal and effective decisions made by the board of supervisors in accordance with the provisions of laws, regulations, articles of association and these rules, and shall not contradict or act according to their own will when implementing the decisions, otherwise the board of supervisors may request the shareholders' meeting to remove them from their positions.

Article 20 Each topic discussed by the Board of Supervisors must be the subject of the proposer or one designated supervisor

The Center made a statement explaining the main content of the topic, the reasons for the proposal, and the leading opinions of the proposal. to important proposals

It is also necessary to organize relevant personnel to investigate and verify in advance, and write a written report on investigation and verification, so as to facilitate the deliberation of all supervisors.

Article 21 When a proposal is related to a supervisor, the supervisor shall recuse himself and shall not participate in voting.

Article 22 Non-voting personnel attending meetings of the board of supervisors shall only attend the meeting when discussing relevant issues, and shall recuse themselves at other times. Observers have the right to speak, but not to vote. Before making a decision, the board of supervisors shall fully listen to the opinions of the non-voting personnel.

Article 23 When the board of supervisors makes a resolution, one person, one vote shall be implemented. Resolutions of the Board of Supervisors shall be voted on by show of hands, orally or by secret ballot.

Article 24 The board of supervisors shall make a decision in writing on each proposal included in the agenda. There are two ways in which decisions can be written: minutes and resolutions.

Article 25 The opinions and explanations of the supervisors on the matters to be discussed shall be accurately recorded in the minutes of the meeting. Minutes include:

(1) The date, place, and name of the convener of the meeting;

(2) The name of the supervisor attending the meeting and the surname of the supervisor (agent) who is entrusted by others to attend the board of supervisors

Name;

(3) The agenda of the meeting;

(4) The main points of the supervisor's speech, and the supervisor has the right to request that the statement made at the meeting be recorded on the record;

(5) The method and result of voting on each resolution (the voting result shall indicate the number of votes in favor, against or abstention).

Article 26 The liaison officer shall be responsible for recording the meetings of the board of supervisors. If the liaison officer is unable to record normally for any reason, the Board of Supervisors shall designate one recorder to be responsible for the record, and inform the recorder in detail of the requirements for recording and the confidentiality obligations to be fulfilled.

Supervisors, liaisons, and recorders present at the meeting shall all sign the records.

Chapter VI Post-Conference Matters

Article 27 The meeting sign-in book, power of attorney, records, minutes, resolutions and other written materials shall be sorted out by the liaison officer and handed over to the secretary of the board of directors for safekeeping. The retention period is 10 years.

Article 28 Before the decision of the board of supervisors is disclosed through normal channels, all personnel attending the meeting shall not leak secrets in any way, let alone seek personal gain. If the above-mentioned acts occur, the parties shall bear all the consequences until their legal responsibilities are investigated.

Chapter VII Supplementary Provisions

Article 29 For the purposes of these Rules, the terms "above" and "within" include this number; "Pass" does not include this number.

Article 30 If the provisions of these Rules are inconsistent with the Articles of Association, the Articles of Association shall prevail. This Agenda

Matters not covered by the rules shall be implemented in accordance with the requirements of relevant laws and regulations and the articles of association of the company.

Article 31 The right to interpret these Rules belongs to the Board of Supervisors.

Article 32 These rules shall come into force and be implemented on the date of deliberation and approval by the shareholders' meeting.