Rules of procedure of the board of directors 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 directors of Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as the "Company"), ensure the correct exercise of the functions and powers of the Board of Directors, and continuously improve the scientificity, correctness and compliance of the decision-making of the Board of Directors, 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 Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and other provisions and the The Articles of Association of Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as the "Articles of Association") formulate these rules.

Article 2 The Board of Directors is the permanent decision-making body of the Company, which is responsible to the Shareholders' Meeting, and exercises its functions and powers within the scope of the powers conferred by laws and regulations, the Articles of Association and the Shareholders' Meeting, so as to safeguard the legitimate rights and interests of the Company and its shareholders.

Article 3 The board of directors shall have a securities affairs department, which shall be responsible for the secretary of the board of directors and handle the daily affairs of the board of directors.

Chapter 2 Notice and sign-in of board meetings

Article 4 The Board of Directors shall hold at least two meetings each year, and shall notify all in writing 10 days before the meeting

directors and supervisors. The notice of the meeting shall be signed by the chairman of the board, and the secretary of the board of directors shall be responsible for notifying all relevant personnel to prepare for the meeting.

Article 5 When the board of directors convenes an extraordinary meeting, it shall notify all directors and supervisors 5 days before the meeting.

In the case of urgent matters, the convening of an extraordinary board meeting may be exempted from the time limit for the notice of the aforesaid meeting, but the convener shall make an explanation at the meeting. If the notice is made by telephone, the notice shall at least include the time, place and manner of the meeting, as well as an explanation of the urgency of the need to convene an extraordinary meeting of the board of directors as soon as possible.

Notice of Board meeting shall be given in the following form:

fax, telegram, e-mail, etc.;

(2) In principle, the temporary meeting shall be notified in writing, and if the time is urgent, it may be notified by telephone or text message.

Written notice of board meeting includes the following:

(1) the date and place of the meeting;

(2) the duration of the meeting;

(3) the subject matter and issue;

(4) the date on which the notice was issued;

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

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

Article 6 After the written notice of the board meeting is issued, if it is necessary to change the time, place and other matters of the meeting, or to add, change or cancel the proposal of the meeting, a written notice of change shall be issued three days before the original date of the meeting, explaining the situation and the relevant content and relevant materials of the new proposal. If the meeting is less than three days, the date of the meeting shall be postponed accordingly, or it shall be convened on schedule after obtaining the approval of all the directors attending the meeting and making corresponding records.

Article 7 In any of the following circumstances, the chairman of the board of directors shall convene interim directors within 10 days after receiving the proposal

Meetings:

(1) Proposals by shareholders representing more than one-tenth of the voting rights of the company;

(2) A joint proposal by more than one-third of the directors;

(3) Proposals of the Board of Supervisors;

(4) The chairman of the board of directors deems it necessary;

(5) Proposal by a majority of independent directors;

(6) Other circumstances provided for in laws, administrative regulations, departmental rules, normative documents and this Charter.

After receiving the notice of the meeting, the personnel who should attend the meeting shall inform the secretary of the board of directors as soon as possible whether to attend the meeting.

Article 8 If a director is unable to attend the meeting for any reason, he or she may entrust other directors to attend and vote on his behalf.

The entrustment must be made in writing, and the power of attorney shall indicate the agent's name, agency matters, scope of authorization and validity period, and shall be signed or sealed by the principal. The directors who attend the meeting on their behalf shall exercise the rights of directors within the scope of their authorization. If a director fails to attend a meeting of the Board of Directors or does not appoint a representative to attend, he or she shall be deemed to have abstained from voting at that meeting. The written power of attorney shall be sent to the office of the Board of Directors 1 day before the meeting, and the office of the Board of Directors shall register the power of attorney and be announced by the Secretary of the Board of Directors to the attendees at the beginning of the meeting.

The power of attorney is prepared by the office of the board of directors in a uniform format and is served on the directors with the notice. The power of attorney should include the names of the principal and the delegate, the when, where, and what name of the meeting to be entrusted, the discussion of which content to participate in and express opinions, the voting on which motions to be entrusted, and the voting attitude towards a certain motion.

Article 9 The following principles shall be followed when entrusting and entrusting to attend meetings of the Board of Directors:

(1) When deliberating on related party transactions, non-affiliated directors shall not entrust affiliated directors to attend on their behalf; Affiliated directors are also not allowed to accept entrustment from non-affiliated directors;

(2) Independent directors shall not entrust non-independent directors to attend on their behalf, and non-independent directors shall not accept the entrustment of independent directors;

(3) Directors shall not entrust other directors to attend on their behalf without stating their personal opinions and voting intentions on the proposals, and the directors concerned shall not accept discretionary powers of attorney or entrustment with unclear authorization.

(4) A director shall not accept the entrustment of more than two directors, and the director shall not entrust a director who has accepted the entrustment of two other directors to attend on his behalf.

Article 10 The board of directors meeting shall implement 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.

Article 11 In principle, the meeting of the board of directors shall be conducted in the form of an on-site meeting. On the premise of ensuring that directors fully express their opinions and communicate unimpededly, 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 directors, but there is little need for communication and discussion among directors, it may be carried out by means of written summons, but the summons documents and related materials must be sent to all directors.

Chapter 3 Proposals for Board of Directors Meetings

Article 12 The directors, supervisors and general managers of the company who need to submit the proposals for study, discussion and resolution to the board of directors shall be submitted to the secretary of the board of directors in advance and submitted to the chairman of the board of directors for review, and the chairman shall decide whether to include them in the agenda.

All motions that meet the conditions specified in Article 13 of these Rules of Procedure shall be included in the agenda, and the chairman of the board of directors shall explain the reasons to the proponents in writing for the motions that are not included in the agenda. The proposer has the right to report to the relevant regulatory authorities the situation that the chairman of the board of directors refuses to include the proposal on the agenda without justifiable reasons.

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

Article 13 The proposal of the board of directors shall meet the following conditions:

(1) The content of the proposal does not conflict with the provisions of laws, regulations, normative documents, and the articles of association of the company, and belongs to the company's business scope and the scope of responsibilities of the board of directors;

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

(3) The proposal has clear topics and specific matters;

(4) The proposal shall be submitted in writing.

Chapter 4 Deliberations and Resolutions of the Board of Directors

Article 14 A meeting of the board of directors shall be held only when more than half of the directors are present, and the decision of the board of directors (including the decision of written summons) must be passed by more than half of all directors. Where laws, administrative regulations, and the articles of association provide that the board of directors shall obtain the consent of more directors in forming a resolution, follow those provisions.

Article 15 The meeting of the board of directors shall be presided over by the chairman of the board. If the chairman of the board of directors is unable to preside over the meeting for any reason, the vice chairman shall preside, and if the vice chairman of the board of directors is unable to preside, one director shall be jointly elected by more than half of the directors to be responsible for convening and presiding over the meeting of the board of directors.

Article 16 The board of directors meeting shall fully promote the democracy of deliberation, respect the opinions of each director, and allow directors to retain their own different opinions when making decisions. Directors who retain dissenting or dissenting opinions shall obey and implement the legal and effective decisions made by the Board of Directors in accordance with the provisions of applicable laws, administrative regulations, rules, articles of association and these Rules of Procedure, and shall not contradict or act according to their own will when implementing the decisions, otherwise the Board of Directors may request the shareholders' meeting to remove them from their positions.

Article 17 Each topic discussed by the board of directors must be made by the proposer or a designated director to make a speech at the theme center, explaining the main content of the topic, the reasons put forward, and the leading opinions of the proposal. Each special committee shall, according to its respective responsibilities and division of labor, review the relevant proposals of their respective responsible matters in advance, put forward opinions, and if necessary, invite experts and professionals to review the project, and issue a feasibility study report discussed by experts, so as to facilitate the deliberation of all directors and prevent mistakes.

Article 18 Except with the unanimous consent of all the directors present at the meeting, the meeting of the board of directors shall not vote on proposals that are not included in the notice of the meeting. If a director accepts the entrustment of other directors to attend a meeting of the board of directors on his behalf, he or she shall not vote on proposals not included in the notice of the meeting on behalf of the other directors.

Article 19 Where a director is related to an enterprise or individual involved in the resolution of a board meeting, the director shall report in writing to the board of directors in a timely manner. Affiliated directors are not allowed to exercise voting rights on the resolution, nor are they allowed to exercise voting rights on behalf of other directors.

Procedures for the recusal and voting of directors with related party relationships when the board of directors deliberates and votes on related party transactions:

(1) If a matter deliberated by the board of directors is related to a director, the affiliated director shall disclose his or her affiliation to the board of directors of the company before the board of directors meeting;

(2) When the board of directors deliberates on related party transactions, the presiding officer of the meeting clearly announces the relationship between the related directors and the related party transactions, and announces the recusal of the related directors, and the non-related directors deliberate and vote on the related party transactions;

(3) The resolution of the board of directors on related matters must be passed by more than half of all non-affiliated directors; If the number of unrelated directors present at the board of directors is less than 3, the matter shall be submitted to the shareholders' meeting for deliberation;

(4) If an affiliated director fails to disclose or recuse related party information in accordance with the above procedures, the board of directors has the right to revoke all resolutions on the related party transaction.

Article 20 If a director notifies the board of directors in writing before the company first considers entering into a relevant contract, transaction or arrangement, stating that the contract, transaction or arrangement entered into by the company in the future has an interest relationship with him or her due to the contents listed in the notice, the relevant director shall be deemed to have made the disclosure specified in the preceding article of this chapter within the scope specified in the notice.

Article 21 Except for the supervisors, general managers and other senior management personnel who shall attend the meeting of the board of directors as stipulated in the Company Law, other non-voting personnel shall only attend the meeting when discussing relevant issues, and shall recuse themselves at other times.

All attendees shall have the right to speak, but not to vote. Before making a decision, the Board of Directors shall fully listen to the opinions of the non-voting personnel.

Article 22 The voting on the resolution of the board of directors shall be one person, one vote.

In principle, the voting method of the board meeting shall be by registered ballot, and on the premise of ensuring that the directors can fully express their opinions, it may be held in writing, video conference, telephone conference, fax or with the help of communication equipment that all directors can communicate with.

Article 23 The Board of Directors 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 24 If the proposal is not adopted, the board of directors shall not consider the proposal with the same content within one month if there is no major change in the relevant conditions and factors.

Article 25 If more than one-half of the directors or two or more independent directors at the meeting feel that the proposal is unclear or specific, or they are unable to make a judgment on the relevant matters due to insufficient meeting materials or other reasons, the presiding officer of the meeting shall request the meeting to suspend voting on the topic.

The directors who propose to suspend the voting shall put forward clear requirements for the conditions that should be met for the proposal to be submitted for consideration again.

Article 26 The opinions and explanations of the directors on the matters to be discussed shall be accurately recorded in the minutes of the meeting. If the resolution of the board of directors violates laws, regulations, normative documents or the articles of association or the resolution of the shareholders' meeting, causing the company to suffer serious losses, the directors who clearly express their consent and abstention on the record shall be liable for compensation to the company, and the directors who clearly express their objections on the record shall be exempted from the liability for compensation to the company.

Article 27 The secretary of the board of directors shall be responsible for recording the meetings of the board of directors. If the secretary of the board of directors is unable to record properly for any reason, the secretary of the board of directors shall designate one recorder to be responsible for the record. The secretary of the board of directors shall inform the recorder in detail of the requirements for the records and the confidentiality obligations to be fulfilled. The directors, the secretary of the board of directors and the recorder present at the meeting should all sign the records. If the directors have different opinions on the minutes of the meeting, they may attach an explanation when signing.

Article 28 The minutes of the meeting of the board of directors shall include the following contents:

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

(2) The names of the directors attending and the names of the directors (agents) who are entrusted by others to attend the board of directors;

(3) The agenda of the meeting;

(4) The main points of the directors' speeches, and the directors have the right to request that their speeches at the meeting be recorded in the records;

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

Chapter 5 Post-Conference Matters

Article 29 The secretary of the board of directors shall be responsible for keeping the written materials such as the sign-in book, power of attorney, records, minutes, and resolutions of the meeting. The retention period is 10 years.

Article 30 The secretary of the board of directors is responsible for reporting meeting minutes, resolutions and other relevant materials to the relevant regulatory departments after the meeting, and handling information disclosure matters in the designated media.

Article 31 Before the decision of the board of directors 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 acts occur, the parties shall bear all the consequences and pursue their legal responsibility according to the circumstances.

Chapter VI Supplementary Provisions

Article 32 For the purposes of these Rules, the terms "above" and "within" include this number; "Pass" does not include this number.

Article 33 If the provisions of these Rules are inconsistent with the Articles of Association, the Articles of Association shall prevail. Matters not covered in these rules of procedure shall be implemented in accordance with the requirements of relevant laws and regulations and the articles of association.

Article 34 The right to interpret these rules belongs to the Board of Directors.

Article 35 These rules shall come into force and be implemented on the date of deliberation and approval by the shareholders' meeting.