China Resources Microelectronics Co., Ltd. foreign investment management system

Chapter I: General Provisions

Article 1 In order to regulate China Resources Microelectronics Co., Ltd. (hereinafter referred to as the "Company")

This system is formulated in accordance with the Cayman Company Law, the Articles of Association and the Investment Management System of China Resources Group, as well as the actual situation of the Company.

Article 2 This system applies to the management of foreign investment by the company and its subsidiaries at all levels

The private equity investment fund shall be managed in accordance with the relevant regulations of the private equity investment fund of China Resources Group (hereinafter referred to as the "Group").

Article 3 The terms and definitions involved in this system are as follows:

(1) The foreign investment referred to in this system refers to the equity investment of the company and its subsidiaries at all levels due to the extension of development.

Equity investment includes: 1. capital increase, 2. capital contribution to subscribe for new or transferred existing equity and convertible bonds; 3. Invest in a new company by way of sole proprietorship, holding or equity participation; 4. Merge and reorganize with external enterprises, and have actual control over the reorganized enterprises; 5. Paid-in capital contributions to general partners and private equity funds; 6. Other circumstances that should be included in the category of equity investment in accordance with the relevant regulations of the SASAC or the Group.

A new company established solely for financial, tax, legal and other purposes without an investment plan is not included in the scope of equity investment.

(2) The methods of foreign investment capital contribution referred to in this system include monetary or physical assets, equity, creditor's rights, intangible assets and other non-monetary assets that can be valued in currency and can be transferred in accordance with law.

(3) The term "closed-loop management of outbound investment" as used in this system refers to the comprehensive management of the key links involved in investment activities before, during and after the event.

(4) The term "subsidiaries at all levels" as used in this system refers to enterprises in which the total shareholding ratio of the company directly or indirectly exceeds 50%, or the shareholding ratio does not exceed 50%, but can be actually controlled through shareholders' agreements, articles of association, resolutions of the board of directors or other arrangements.

(5) The term "equity participation" in this system refers to the equity investment in which the direct or indirect shareholding ratio of the company and its subsidiaries at all levels in the invested enterprise does not exceed 50% and does not have actual control.

Article 4 The Company's overseas investment activities shall follow the following basic principles:

(1) Adhere to strategic guidance. Follow the "no strategy, no investment", in line with the national strategy, industrial policy, central enterprise development plan, as well as group and company strategic planning and investment planning. Focus on the main responsibilities and main business, enhance core functions, improve core competitiveness, and develop new quality productivity.

(2) Adhere to prudence and prudence. Follow the principle of "no research, no investment", and conduct full research and demonstration before investing. Investment activities should be commensurate with financial capacity, organizational ability, and ability to resist risks. Establish a risk identification and prevention and control mechanism in the whole process of investment.

(3) Insist on maintaining and increasing value. Follow the concept of value creation, pay attention to the quality and efficiency of investment, strive to improve the level of return on investment, resolutely withdraw from the business, project and assets that should be withdrawn in accordance with relevant regulations, and realize the preservation and appreciation of state-owned capital.

(4) Adhere to compliance with laws and regulations. Abide by the relevant national laws and regulations and normative documents, shall not violate the national regulatory requirements and the mandatory provisions in the company's relevant systems, strictly implement the decision-making and approval procedures, and implement the investment in accordance with the company's relevant management regulations

Closed-loop management of assets.

Chapter II: Organization and Responsibilities

Article 5 The shareholders' meeting of the company is the highest decision-making body of the company's foreign investment

The board of directors shall decide on the company's foreign investment matters within the scope of the authorization of the shareholders' meeting, and if the foreign investment does not meet the criteria for the deliberation of the board of directors, the chairman or president shall decide on the company's foreign investment matters within the scope of the authorization of the board of directors.

Article 6 The Company's Investment Pre-Examination Committee shall be responsible for the investment in foreign investment projects

Pre-review, review and demonstrate the project, consult external expert consultants in the industry or invite relevant experts to participate in the review if necessary, put forward opinions and suggestions, and issue pre-trial opinions of agreement or opposition for the reference of the company's decision-making body.

Article 7 The office of the president of the company shall be responsible for examining and approving the establishment of foreign investment projects.

Determine the list of personnel of the project investment team and the project budget.

Article 8 The company's capital committee excavates and preliminarily initiates the investment project

The assessment provides guidance and plays a role in supervising and promoting the implementation of major investment projects and coordinating resources.

Article 9 The Investment Management Department of the Company is the host department of the Company's foreign investment management

Door, whose main responsibilities include:

(1) Formulate and revise the relevant systems and negative clearances of the company's foreign investment management

Single;

(2) According to the company's strategic plan, prepare the company's foreign investment plan and plan

Scratch;

(3) Responsible for the drafting of project approval documents and project approval declaration of foreign investment projects;

(4) Organize the establishment of investment in accordance with the requirements of the president's office meeting of the company

group, coordinate and promote the implementation of the approved projects;

(5) Organize and implement post-investment management during the transition period of the invested projects;

(6) Co-ordinate, promote and supervise the work related to withdrawal.

Article 10 The Investment Working Group shall be responsible for carrying out due diligence on foreign investment projects.

Feasibility study, decision-making and approval, and post-investment management during the transition period. The members of the investment working group include project managers and project team members, who are drawn from relevant functional departments and business groups of the company.

Article 11 In principle, the company shall not carry out investment authorization downward, and its subordinates

The business group shall designate a special person to coordinate the day-to-day work related to investment management. If the company's subordinate enterprise is a listed company, and there is a real need and feasibility to authorize investment to it, it should prudently carry out appropriate investment authorization. The downward investment authorization plan shall include the necessity of the investment authorization, the analysis of the investment capacity of the subordinate enterprise, the investment risk prevention and control measures, and the specific content of the authorization. The relevant company's downward investment authorization plan shall be regularly reviewed, dynamically adjusted, and submitted to the competent decision-making body for approval.

Chapter III: Closed-loop management of foreign investment

Section 1 Plans and Plans for Foreign Investment

Article 12 The Company shall prepare an outbound investment plan in accordance with the strategic plan

(or resource allocation plan), after reporting to the company's authorized decision-making body for approval, it is used to guide the company's medium and long-term foreign investment activities.

Article 13 The foreign investment plan shall be in line with the industry trend and the company's strategic objectives

Target, strategic initiatives, development stage, own organizational ability and financial ability and other factors.

Article 14 The foreign investment plan shall reasonably formulate the investment activities during the strategic period

Essentials include:

(1) The business segments that the investment should focus on;

(iii) The expected investment objectives and results;

(iv) Paths and modalities for resource allocation;

(5) Implement resource guarantee measures for investment planning;

(6) Other relevant content.

Article 15 The company shall prepare an overseas investment plan at the beginning of each year. finish

The overall outbound investment plan includes the report and schedule of the outbound investment plan, which should be in line with the strategic plan, investment plan and annual business plan, be connected with the overall budget, focus on high-quality investment projects, and pay attention to matching with one's own financial and organizational capabilities.

Article 16 In line with the strategy, the risk is controllable, and the return meets the requirements

Under such circumstances, the company should organize all kinds of resources and take effective measures to give priority to the implementation of major investment projects.

Article 17 The company shall not arrange the following circumstances in the investment plan

Investment Projects:

(1) Items prohibited from the negative list of SASAC, group or company;

(2) Projects that do not conform to the strategic planning and investment planning of the group and the company;

(iii) Projects in new areas of business that have not been studied in detail;

(4) Projects that do not have a clear investment direction and reserve investment space;

(5) Equity investment projects that have not yet been approved;

(vi) Clearly exceeding financial capacity and expressly not being funded by the competent decision-making body

Kim-backed projects; Projects whose source of funds for the investment plan leads to a breach of the financial boundary index value and which the competent decision-making body has expressly refused to relax;

(7) Other projects that the company clearly stipulates shall not be invested.

Article 18 The company shall ensure the quality of investment and the sound financial situation

Under the premise, we will actively implement the relevant requirements for expanding effective investment, accelerate the promotion of investment projects, and strive to improve the investment completion rate of the annual investment plan.

Section 2: Project Initiation

Article 19 The Investment Management Department shall have the value of promotion after preliminary assessment

The project shall be submitted to the president's office of the company for approval.

Article 20 The application materials for project approval shall include the following contents:

(1) The source of the project, the basic information of the project, the strategic value, etc.;

(2) External environment, industry, market analysis, technical analysis, etc.;

(3) Estimated transaction plan, investment amount and investment method;

(iv) Upfront cost estimates;

(5) Brief analysis and forecasting of financial and operational operations;

(vi) Preliminary economic value analysis;

(7) Preliminary risk assessment and response plan;

(8) Preliminary work plan and schedule;

(9) Other relevant content.

Article 21 After the project is approved, it shall be in accordance with the company's president's office meeting

The personnel determined by the meeting will form an investment working group, and the investment management department will organize and promote the investment working group to carry out the relevant work of the project.

Article 22 In principle, foreign investment projects can only be hired after they have been approved

Invite a third-party professional service provider to carry out due diligence, feasibility study and other related work. The necessary procedures that need to be completed by a third-party professional service organization before the project is approved may be carried out according to the actual situation of the project.

Section 3: Due Diligence

Article 23 Due diligence is an important part of the feasibility study.

It provides an important basis for feasibility studies and follow-up decisions. Due diligence should truthfully, accurately and comprehensively reflect the overall status of the investment project.

Article 24 The due diligence work shall be based on the actual situation of the project

The bank carries out or selects a third-party professional service organization with corresponding qualifications to assist in the development, including business, finance, law, technology, production, environmental health and safety, organization and personnel, etc.

Article 25: Before carrying out due diligence work, the objectives of the investigation shall be clarified.

Scope, methodology, and timeline. In the process of work, the overall value and potential risks of the project are evaluated through the steps of information collection, investigation and research, analysis and evaluation, and demonstration of the investment project.

Article 26 For M&A projects, in principle, there shall be corresponding selection and employment

Qualified third-party professional service providers provide professional services on financial, legal, technical and other matters involved in the project as a reference basis for decision-making. The selection and employment of third-party professional service providers shall ensure that there is no conflict of interest with the investment project and counterparty to ensure independence and impartiality, and the procurement process shall be implemented in accordance with the requirements of the relevant management system.

Article 27 If a foreign investment project involves an acquisition or capital increase, it is not complete

For the invested enterprise, due diligence should be conducted on the target company. If the target company is already a holding subsidiary, or an enterprise that can fully grasp the operation and financial status of the target company, it may choose whether to conduct due diligence according to the circumstances. If the project involves a phased increase in holdings, with an interval of more than 1 year, it is necessary to conduct business, legal, financial and other due diligence again.

Section 4 Feasibility Study

Article 28 After the completion of the due diligence of the project, the investment working group shall be based

Based on the results of due diligence, conduct a more detailed and comprehensive feasibility study of the project, prepare a feasibility study report, and do a good job in the research and demonstration of the whole process of investment, financing, management and exit.

Article 29 The feasibility study shall be true and objective, reasonable and reasonable

The evidence is tight. In the process of preparing the feasibility study report, it is necessary to fully draw on the lessons learned from similar projects and transactions in the past, fully coordinate and communicate with internal and external organizations, do a good job in risk analysis and formulate response measures. Through the feasibility study, the project implementation potential, investment value and long-term development ability are comprehensively and thoroughly evaluated.

Article 30 The feasibility study and report shall include the following contents:

(1) Analysis of the strategic value of the project, the source of the project and the necessity of investment;

(2) Analysis of the region, industry, market, technology, policy where the project is located, etc.;

(3) Project analysis, including project operation and financial analysis, industry status, core competitiveness, advantages and disadvantages, etc.;

(4) The project transaction plan, the planned investment amount, the terms of important agreements, the source of funds, etc.;

(5) Analysis of the economic value and sensitivity of the project;

(6) Investment risk analysis and countermeasures, which should comprehensively disclose the risks of the investment project and propose countermeasures, and at the same time should quantify the impact of major risks on the financial indicators and valuation of the investment project;

(7) Post-investment operation management and integration plan;

(8) Business synergy, participation in corporate governance, dividend agreement, protection of the rights and interests of our shareholders, exit conditions and exit paths, etc. (applicable to equity participation investment);

(9) Project promotion plan and timetable, responsibility to the person;

(x) Other factors affecting project implementation and value.

Article 31 In the feasibility study, attention should also be paid to and analyzed

The following aspects of foreign investment projects:

(i) The specific situation of the project. the reason for choosing the target, the motivation of the counterparty,

Industry status and competitiveness, management team and core personnel, etc.;

(ii) Project operational, technical and financial analysis. Stability of project performance and

Sustainability, dependence on suppliers and customers, analysis of fluctuations in key indicators, analysis of the core technology level of the product or service, the source of the core technology and the core technical team, financial health and financial security capabilities, related party transactions, business layout and future performance growth prospects, etc.;

(iii) Trading plan. Transaction structure design, including transaction routing and management

control measures, important agreement terms, post-investment integration capabilities, etc.;

(iv) Risk factors. Financial, tax, employment and other compliance,

The impact of the contract signed between the target enterprise and a third party on the post-investment operation, the financial status and performance ability of the joint venture partner or counterparty, the risk analysis of control stability and controlling non-control, intra-industry competition, and other related legal risks.

Article 32 The economic value analysis in the feasibility study report shall be public

The relevant provisions of the Department shall be implemented to reasonably determine the level of return on investment, net present value or valuation range of the investment project. For example, in the case of premium M&A, a special analysis should be conducted on the key factors supporting the premium (such as strategic value, synergy value, etc.), and the premium factor should be quantified as the contribution to the incremental cash flow value, and the project return level should be comprehensively evaluated. At the same time, the asset appraisal or valuation procedures for the investment target shall be carried out in accordance with the relevant provisions on the management of state-owned assets.

The investment working group shall organize relevant functional departments to evaluate, review and issue opinions on the key assumptions in the analysis of the economic value of the investment project.

Section 5: Decision-making and approval

Article 33 Before the company makes a decision on the research and development of its foreign investment project, it shall be made by the investor

The investment working group shall report to the company's investment pre-examination committee for investment pre-examination, and projects that have not passed the investment pre-examination shall not be reported to the company's decision-making body. The investment pre-examination committee shall carry out the pre-examination work in accordance with the relevant systems and regulations of the company's investment pre-examination work.

Article 34 After the pre-examination of an outward investment project is passed, the investment working group shall:

Responsible for following up the decision-making and approval at all levels, coordinating and solving the main problems existing in the implementation of investment projects, and actively implementing the work requirements put forward by decision-making bodies and pre-examination agencies at all levels, so as to promote the implementation of the project in accordance with the expected plan and time schedule, and ensure that the investment project achieves the expected results.

Article 35 The company has the right to make decisions on investment projects by decision-making bodies.

Decision-making documents shall be formed in accordance with the provisions of the company's Articles of Association and relevant systems, and the opinions expressed shall be recorded and archived.

Article 36 Before or during the implementation of an investment project, such as the external ring

In the event of any of the following major adverse changes affecting the realization of the purpose of the project, a re-decision shall be made in a timely manner, and a strategy of continuation, suspension, termination or withdrawal shall be studied:

(1) Difficulties in project implementation due to policy, legal, regulatory and market changes;

(2) The risk of obtaining the necessary licenses, qualifications and land for the project has increased significantly;

(iii) changes in key assumptions result in a return on investment that is lower than the weighted average cost of capital (WACC);

(4) The actual investment amount exceeds 5% of the original decision-made investment amount;

(5) Changes in the transaction plan and major transaction terms, which have a serious adverse impact on our rights and interests and follow-up work;

(vi) Other material adverse changes.

Article 37 If the investment project is to be terminated through evaluation, the investment working group

The application for termination shall be submitted to the company's competent decision-making body for approval; If the investment project is to be continued through detailed research and demonstration, the investment working group shall refer to the new investment project and re-perform the company's decision-making and approval procedures.

Article 38 The Company's decision-making on foreign investment projects and major adjustments to the projects shall be required

If the decision is to be made again, the decision shall be made in accordance with the approval procedures stipulated in the company's Articles of Association and relevant systems. Legally binding investment agreements and other documents can only be signed after the decision and approval of the competent decision-making body for foreign investment projects. If it is necessary to sign a legally binding document before it is approved, it must be stated in the document that all approval procedures must be completed before the document can be validated.

Article 39 If the investment project involves sensitive information, it shall be kept confidential

measures to control people in the know and limit the dissemination of information.

Article 40 Investment decision-making matters involve the composition of internal decision-making bodies

Where persons or their immediate family members or major interested parties have interests, the relevant persons shall actively apply for recusal.

Article 41 The Investment Working Group shall sign the agreement on the equity investment project

Within one month after the legally binding document, upload relevant materials and report relevant information in the company's investment management information system as required, and carry out project filing. The information that should be uploaded includes, if any:

(1) Project approval and decision-making approval documents;

(2) Due diligence report;

(3) The feasibility study report and the key assumptions of the company's functional departments

submissions;

(4) Financial calculations;

(E) asset appraisal report;

(6) Risk assessment report;

(7) Transaction agreements;

(8) a list of counterparty inspection items;

(9) Other relevant materials.

Article 42 In accordance with the relevant provisions of the National Development and Reform Commission, the Ministry of Commerce and other ministries and commissions,

For investment projects that need to be filed or approved by the relevant ministries and commissions in advance, the company shall perform the filing or approval procedures before the implementation of the project. A legally binding agreement shall not be signed until the filing or approval is completed.

Section 6 Post-investment management and integration

Article 43 The Investment Working Group shall plan for investment in foreign investment projects in advance

Post-investment management and integration work: In the due diligence and feasibility study stages of investment projects, post-investment management and integration plans are formulated simultaneously.

Article 44: After the foreign investment project has been approved and approved, it shall be formed

Organize relevant departments and personnel to comprehensively refine and implement the post-investment management and integration plan, clarify the transition period of post-investment management, promote the integration of the target company's strategy, business, organization and culture with the company, strengthen business synergy with the company, implement key assumptions, and promote the realization of investment objectives.

Article 45 During the transition period, the post-investment management of the invested projects shall be determined by the investment

The capital working group is responsible, with the cooperation of the company's relevant functional departments and business groups. The investment working group shall establish a regular communication and reporting mechanism to follow up on the implementation of project decision-making opinions, state-owned assets regulatory requirements, corporate governance and institutional system construction of invested enterprises, introduction of management tools, tracking of operating and financial indicators, and implementation of agreement terms and performance commitments

Actual and strategic goal achievement, major risk management and control, and compare with pre-investment expectations.

Article 46 After the transition period, the invested holding projects shall be included in the management of the business group

, the post-investment management is responsible for the business group to which it belongs; For the post-investment management of holding projects and shareholding projects that cannot be included in the business group temporarily, the relevant departments or business groups designated by the company's management shall be responsible for the overall planning.

Article 47 The Company shall regularly follow up and monitor major investment projects.

Grasp the project situation and strengthen the management and supervision of major investment matters.

Article 48 The Company shall strengthen the strengthening of the appointment of directors to the invested enterprises.

The management of supervisors and senior management positions ensures that they perform their duties with due diligence.

Section 7 Post-investment evaluation

Article 49 In principle, the company's foreign investment projects shall be completed in the form of shares

A post-investment evaluation will be conducted within two years after the completion of the right to close or increase the capital increase. For equity M&A projects with a long integration period and large fluctuations in performance during the evaluation period, a multi-period post-evaluation can be carried out, and the latest evaluation result shall prevail; For outbound investment projects that have undergone major changes in the implementation process, have prominent risks, and may be quite different from the expected results, they shall be evaluated in a timely manner after initiation.

Through the investigation and research and comprehensive systematic review of the implementation process, results and impact of investment projects, and compare them with the goals and technology, economy and environment determined during project decision-making, find out the differences and changes, analyze the reasons, summarize lessons and lessons, put forward countermeasures and suggestions, and apply the results, so as to promote the improvement of investment project operation, promote the improvement of investment management capabilities, and achieve the purpose of improving investment efficiency.

Article 50 The Company shall review and make decisions in accordance with the overall situation of the project

In terms of performance, strategic fit, post-investment integration, operating efficiency, risk management and control, etc., the Strategic Development Department will coordinate a comprehensive evaluation of the post-investment evaluation project, form a post-investment evaluation project report, and form a summary report of the company's annual post-investment evaluation work according to the post-investment evaluation results and work development of the current year.

Section 8: Exit Management

Article 51 The company shall take the initiative and resolutely withdraw from the company that does not have a competitive advantage.

Non-main business and non-advantageous main business that lack development potential (hereinafter referred to as the "two non-business"), inefficient and ineffective assets (hereinafter referred to as the "two capitals"), as well as businesses and projects that should be withdrawn in accordance with relevant regulations and the actual development of the company.

Article 52 The company shall roll out in the process of formulating the annual business plan

Sort out the "two nons" and "two capitals", formulate an exit plan, and implement the exit plan after obtaining the approval of the competent decision-making body, and complete the exit on time.

Article 53 The company shall include the key exit tasks in the assessment and supervise them

Follow-up on the progress of the exit.

Chapter IV: Prevention and Control of Investment Risks

Article 54 The Company shall establish a risk management system for the whole process of investment.

Investment risk management is an important part of the company's comprehensive risk management. The investment management department should coordinate the members of the investment working group to strengthen the pre-investment risk assessment and risk control plan formulation based on their respective functions, do a good job in risk monitoring, early warning and disposal in the process of project implementation, prevent post-investment project operation and integration risks, and make arrangements for the timing and method of project exit.

Article 55 The company shall submit the risk assessment report as a decision-making approval

Necessary information for the project. The content of the risk assessment report includes risk factor analysis,

Risk consequences and countermeasures, including policy risks, market risks, operational risks, financial risks, legal risks, technical risks, environmental health and safety risks, management risks, country risks, counterparty risks and emergent risks. According to the probability of the occurrence of risks and the consequences caused by the comprehensive ranking, the major risks are ranked in the forefront, and the analysis and formulation of countermeasures are emphasized. For M&A investment projects and overseas investment projects, a third-party professional service provider shall be hired to issue a risk assessment report.

Article 56 The Company shall follow up on the prevention of risk matters of investment projects in a timely manner

Implementation of control measures. For investment projects with major risks, if there is no reasonable response strategy, the implementation shall not be approved in principle.

Article 57 The company shall do a good job in the risks in the implementation of investment projects

Monitoring, alerting, and reporting. If the following emergencies have a particularly significant impact, they should be reported to the company's management within 24 hours, and risk response measures should be taken in a timely manner to minimize the impact of the risk:

(1) For major asset losses, the specific criteria can be referred to the company's major operations

management provisions related to risk classification monitoring and incident reporting;

(ii) Major natural disasters;

(3) Major mass incidents;

(4) Major emergencies that endanger the safety of persons or property;

(5) Other events with significant impact.

Article 58 The company shall invest in the investment projects issued by the SASAC and the Group

On the basis of the negative list and the negative list of overseas investment projects, and in light of the actual situation of the company, the company shall formulate its own negative list of investment projects (see Annex 1) and the negative list of overseas investment projects (see Annex 2), and dynamically adjust them in a timely manner.

Article 59 It belongs to the prohibited category of the negative list of the State-owned Assets Supervision and Administration Commission, the group and the company

The company and its subsidiaries at all levels shall not invest; Investment projects that fall under the special supervision category of the SASAC's negative list shall not be invested until they have passed the SASAC's review and control procedures; Investment projects that fall under the special supervision category of the negative list of groups and companies shall not be invested until they have been approved by the competent decision-making body.

Article 60 The overseas investment of the company and its subsidiaries at all levels shall be complied with at the same time

The relevant regulations on the management of overseas investment of the group and the company shall implement the prohibition of going to dangerous and chaotic places, strictly control investment in countries with high debt risk and countries with political instability and high security risk, and prevent and control the risk of overseas investment.

Article 61 The equity participation and investment of the company and its subsidiaries at all levels shall be complied with at the same time

Abide by the relevant regulations on the management of group and company participation. In principle, we do not make equity investment that is not of strategic significance and simply pursues financial returns, and equity participation investment should effectively protect the rights and interests of our shareholders. For equity investment, in the decision-making process, it is necessary to fully consider the unique risks during and after the event, and formulate control measures, focusing on clarifying the exit method and conditions.

Article 62 The Company shall strengthen the management of M&A projects at a premium.

Carefully analyze and strictly review the reasonableness of premiums, and focus on high-premium projects in post-investment evaluation and special audits.

Article 63 The company's foreign investment projects shall be conducted by qualified third parties

The professional service provider conducts due diligence on the relevant circumstances of the counterparty and issues relevant opinions against the requirements of the checklist.

If the counterparty is wholly state-owned or controlling (holding more than 50% of the equity)

Enterprises and investment entities may be exempted from conducting due diligence on the background of the counterparty, but the scope of exemption does not include the counterparty or its actual controller, the company and its subsidiaries

Past transactions and performance.

Chapter V: Supervision and Accountability

Article 64 The company shall improve the supervision linkage mechanism and give full play to the legal cooperation

Regulation, financial management, capital operation, capital management, property rights management, production and operation management, assessment and distribution, cadre management, discipline inspection and supervision, inspection and audit and other related management functions work together to strengthen the supervision of investment management, timely discover investment risks, deal with relevant problems, and reduce investment losses.

Article 65 The company and its subsidiaries at all levels violate the provisions of this system and fail to perform

In the event of failure to properly perform investment management duties, resulting in the loss of state-owned assets or other adverse effects, the company will be held accountable for the violation in accordance with the relevant regulations, and the relevant personnel will be held accountable in accordance with the regulations.

Article 66 The audit department of the company shall invest in accordance with the relevant regulations and its own responsibilities

The audit results shall be used as one of the bases for the assessment of the person responsible for investment. If the discipline inspection department of the company receives reports and complaints related to the implementation of this system, or reports and complaints related to investment projects applicable to this system, it can decide whether to file and accept the case according to the relevant regulations of the company and its own responsibilities, and organize investigation and verification. If violations are found, it shall be decided or recommended to hold the relevant personnel accountable and punished in accordance with the relevant regulations of the company; If a violation of national or local laws and regulations is discovered, it shall be transferred to the local judicial organ for handling.

Chapter VI: Supplementary Provisions

Article 67 Laws, regulations, regulatory provisions, policy documents or company seals

Where the program provides otherwise, follow those provisions.

Article 68 This system is the first-level system of the company.

Article 69 The Investment Management Department of the Company shall be responsible for formulating and revising this system

and interpretation.

Article 70 This system shall be implemented from the date of deliberation and approval by the board of directors of the company.

On November 11, 2022, the company promulgated the "China Resources Microelectronics Co., Ltd. Pair

The Administrative Measures for Foreign Investment (Revised in September 2022) shall be repealed at the same time.

Annex:

Appendix 1: Negative List of Investment Projects of China Resources Microelectronics Co., Ltd

Appendix 2: Negative List of Overseas Investment Projects of China Resources Microelectronics Co., Ltd

China Resources Microelectronics Co., Ltd

December 31, 2024

Appendix 1: Negative List of Investment Projects of China Resources Microelectronics Co., Ltd

Negative list of investment projects of China Resources Microelectronics Co., Ltd

China Resources Microelectronics Co., Ltd. (hereinafter referred to as the "Company") and its subsidiaries at all levels shall strictly comply with the negative list of investment projects of central enterprises issued by the State-owned Assets Supervision and Administration Commission of the State Council, and on this basis, shall also implement the relevant provisions on investment projects of "company prohibition" and "company special supervision".

1. Company prohibitions

(1) Investment projects that do not conform to the company's five-year development strategy and plan.

(2) Investment projects that have not been approved by the company.

(3) Investment in high-risk financial products such as hedge funds, stock index futures, and commodity futures unrelated to the company's main business without the approval of the company.

2. Special supervision of the company

(1) Commercial investment projects in which the expected rate of return is lower than the weighted average cost of capital, except in the following circumstances:

1. For investment projects in strategic emerging industries, the requirement for the expected rate of return of investment can be relaxed to the lower limit of the weighted average cost of capital range;

2. For major strategic projects, the expected rate of return of investment is subject to the consent of the competent decision-making body.

(2) Investment projects involving intra-industry competition agreements without the consent of the listed company.

Appendix 2: Negative List of Overseas Investment Projects of China Resources Microelectronics Co., Ltd

Negative List of Overseas Investment Projects of China Resources Microelectronics Co., Ltd

All overseas investment activities carried out by China Resources Microelectronics Co., Ltd. (hereinafter referred to as the "Company") and its subsidiaries at all levels (excluding Hong Kong) shall be strictly implemented in accordance with the negative list of overseas investment projects of central enterprises issued by the State-owned Assets Supervision and Administration Commission of the State Council, and on this basis, the relevant provisions on investment projects of "prohibited companies" and investment projects under "special supervision of companies" shall also be implemented.

1. Company prohibitions

(1) Investment projects that do not conform to the company's five-year development strategy and plan.

(2) Investment projects that have not been approved by the company.

(3) Investment in high-risk financial products such as hedge funds, stock index futures, and commodity futures unrelated to the company's main business without the approval of the company.

2. Special supervision of the company

(1) Commercial investment projects in which the expected rate of return is lower than the weighted average cost of capital, except in the following circumstances:

1. For investment projects in strategic emerging industries, the requirement for the expected rate of return of investment can be relaxed to the lower limit of the weighted average cost of capital range;

2. For major strategic projects, the expected rate of return of investment is subject to the consent of the competent decision-making body.

(2) Investment projects involving countries that have not established diplomatic relations with China or countries and regions where wars or civil strife have occurred.