Stock code: 688012 Stock abbreviation: China Micro Corporation Announcement No.: 2024-073

China Micro Semiconductor Equipment (Shanghai) Co., Ltd

Announcement on amending the Articles of Association and the Rules of Procedure of the Board of Directors

The Board of Directors and all directors of the Company guarantee that there is no false record or misleading statement in the content of this announcement

or material omissions, and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

AMEC Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as "AMEC" or the "Company") was established in:

On December 27, 2024, the 27th meeting of the second board of directors was held to deliberate and pass the "Proposal on Amending the > of the Articles of Association of < Company" and "On Amending the Articles of Association<董事会议事规则>of the Motion. The details are as follows:

1. Amendment of the articles of association

In order to further improve the corporate governance structure, combined with the actual operation of the company, the company intends to revise the relevant provisions of the articles of association, and the specific revisions are as follows:

Serial No. Original Articles of Association Content of the revised Articles of Association

1 Article 6 The registered capital of the company shall be RMB Article 6 The registered capital of the company shall be RMB

619,279,423 yuan. $622,363,735.

2 Article 20 The total number of shares of the company is Article 20 The total number of shares of the company is

619,279,423 shares, all of which are RMB ordinary shares. 622,363,735 shares, all of which are RMB ordinary shares.

3 Article 43 The following external guarantee banks of the company Article 43 The following external guarantee banks of the company

Yes, subject to the deliberation and approval of the general meeting of shareholders: for, subject to the deliberation and approval of the general meeting of shareholders:

(1) The external burden of the company and its holding subsidiaries (1) The external burden of the company and its holding subsidiaries

The total amount of insurance exceeds the company's latest audited total insurance amount, and exceeds the company's latest audited net

and any security provided beyond 50% of the net assets in the financial statements;

any warranties; ……

…… (3) The amount of the company's guarantee exceeds the amount of the company within one year

(3) 30% of the company's latest audited total assets for 12 consecutive months according to the guarantee amount

calculation principle, more than the company's latest audited warranty;

30% of total assets guaranteed; ……

…… The company provides a guarantee for a wholly owned subsidiary, or

The company provides a guarantee for a wholly-owned subsidiary, or provides a guarantee for a holding subsidiary and holds a controlling subsidiary

The holding subsidiary provides a guarantee, and the other shareholders of the holding subsidiary provide the same rights and interests as they enjoy

The other shareholders of the company provide the same proportion of guarantees according to their rights and interests, and do not harm the interests of the listed company.

If the proportional guarantee does not harm the interests of the listed company, it may be exempted from the application of sub-paragraph (1) of the first paragraph of this article

The provisions of subparagraphs (a) (iv) (v) of paragraph 1 of this Article may be exempted.

to the provisions of subparagraph (c). ……

……

4 Article 121 The Board of Directors shall consist of 11 members Article 121 The Board of Directors shall consist of 9 members

4 of them are independent directors. The Board of Directors consists of three independent directors. The Board of Directors shall have directors

Chairman: 1. Chairman: 1.

…… ……

5 Article 182 Distribution of the Company's Profits Article 182 Distribution of the Company's Profits

Basic Principles: Basic Principles:

(1) The company gives priority to the profits of cash dividends (1) If the conditions for cash dividends are met, the company is preferred

distribution method; First, the profit distribution method of cash dividends is adopted;

(2) The company's profit distribution focuses on shareholder cooperation (2) The company's profit distribution focuses on shareholder cooperation

The return on investment of the management of the profit distribution policy is maintained in connection with the return on investment and the profit distribution policy is maintained in the interest distribution policy

Continuity and stability, taking into account the long-term continuity and stability of the company, while taking into account the long-term of the company

interests, the overall interests of all shareholders and the interests of the company, the interests of all shareholders and the company

Sustainable development. Sustainable development.

6 Article 183 Distribution of the Company's Profits Article 183 Distribution of the Company's Profits

Policy: The policy is as follows:

(1) The form of profit distribution: the company adopts the current (1) profit distribution principle: the company implements holding

The combination of gold, stocks or cash and stocks, and a stable profit distribution policy, the company's profits

dividends. If the conditions for cash dividends are met, the profit distribution should pay attention to the reasonable investment return of investors

The company should use cash dividends for profit distribution, taking into account the sustainable development of the company, the company's directors

Match. If the conditions are met and no cash dividends are paid, the board of directors, the board of supervisors and the shareholders' meeting will be responsible for the distribution of profits

The reasons should be fully disclosed. Full consideration shall be given to the decision-making and demonstration of policies

(2) The interval of profit distribution: the intention of the company's original independent directors, supervisors and public investors

The annual profit distribution policy is adopted, and the company's directors see it.

The board of directors can be based on the form of profitability, cash flow and capital (2) profit distribution: the company takes cash

The gold demand plan proposes a medium-term profit distribution plan, and the party that combines gold, stocks, or cash and stocks

And after the extraordinary general meeting of shareholders deliberated and approved. dividends. Those who meet the conditions for cash dividends,

(3) Specific provisions for the company's cash dividends: The company shall give priority to the use of cash dividends for profits

pieces: Distribution. Eligible for cash dividends

Except in special circumstances, if the company makes a profit in the current year, the reasons shall be fully disclosed.

And the accumulated undistributed profits are positive, and the auditor has a positive impact on (3) the interval of profit distribution: the company's original

The company's annual or semi-annual financial report shall adopt an annual profit distribution policy; Company Director

In the case of an unqualified audit report, the Optimal Committee will be able to assess the profitability of the company, cash flow and capital

Dividends will be distributed in cash first. In special circumstances, the gold demand plan proposes a medium-term profit distribution plan.

It means: and is implemented after being deliberated and approved by the extraordinary general meeting of shareholders.

1. The net operating cash flow of the year is negative (4) The specific provisions of the company's stock dividends

Number; Piece: The company is in good business condition and directors

2. The company has a major confrontation in the next 12 months

Mismatch of foreign investment plans or major capital expenditure plans, high net assets per share, and issuance of shares

(Except for fund-raising projects). Dividends on major investments are beneficial to the overall interests of all shareholders of the company

Planning or significant capital expenditure refers to: the company intends to match the time.

Foreign investment, acquisition of assets, purchase of equipment or R&D (5) The specific provisions of the company's cash dividends

Cumulative expenditures such as expenditures reach or exceed: the company is profitable in the current year and has accumulated undistributed profits

The audited net profit of the company in the most recent fiscal year is positive, and the auditor has a positive impact on the company for that year or

more than 5% of the production; Semi-annual financial reports are reviewed with unqualified opinions

3. If the board of directors deems it inappropriate to report cash dividends, it will give priority to cash

Other situations. Distribution of dividends.

(4) The specific provisions of the company's issuance of stock dividends (6) The company's policy goal of cash dividends is the remainder

Pieces: The company is operating well, and the directors have more than dividends, as follows:

It will be considered that the company's stock price and the company's share capital size are profitable in the current year and the accumulated undistributed profits are accumulated

Under the premise of mismatch, high net assets per share, positive stock distribution, and ensuring that the company can continue to operate and dividends are conducive to the overall interests of all shareholders of the company, if there is no major capital payment, the company can meet the conditions of cash dividends and distribute them in cash annually

Next, put forward the stock dividend distribution plan. Profits are generally not less than distributable realized in the current year

(5) 10% of the minimum proportion of cash dividends and differentiated profits; In any three consecutive years,

Cash Dividend Policy The company's accumulated profits distributed in cash are generally quite large

The average annual distributable profit realized in the three years when the company is profitable and the accumulated undistributed profit is realized

Run is positive and guarantees that the company can continue to operate and 30%. With cash as the consideration, under the premise of adopting the offer method and long-term development, if there is no major capital to repurchase shares by centralized bidding, it will be deemed to be arranged by the company, and the company's annual cash dividends distributed in cash shall be included in the relevant proportional profits of cash dividends, which shall generally not be less than the distributable calculation realized in the current year.

10% of profits; In any three consecutive years, the board of directors of the company shall take into account the conduct in which it conducts

The company's accumulated profits distributed in cash are generally many business characteristics, development stages, its own business model,

The average annual distributable profit achieved in the three years, the level of profitability and whether there are significant capital expenditures

30%。 In cash, the offer shall be adopted, and in accordance with the procedures set forth in this Charter

If the shares are repurchased by centralized bidding, they shall be regarded as the company's order, and a differentiated cash dividend policy shall be proposed:

Cash dividends, including the relevant proportion of cash dividends 1, the company's development stage is mature and weightless

Compute. If a large capital expenditure is arranged, the profit shall be distributed

The board of directors of the company should comprehensively consider the industry characteristics, development stage, own business model, and proportion of cash dividends in the profit distribution should reach at least 80%;

Profitability and whether there are significant capital expenditures 2. The company's development stage is mature and heavy

and other factors, and in accordance with the provisions of the charter of the large capital expenditure arrangement, profit distribution

Proposed a differentiated cash dividend policy: cash dividends account for the profit distribution

1. The company's development stage is a mature stage and the proportion of no weight should reach at least 40%;

3. The company's development stage is a growth period and heavy

When cash dividends account for a large proportion of the profit distribution, the profit distribution shall be carried out

The minimum percentage should be 80%; , cash dividends accounted for in this profit distribution

2. The company's development stage is mature and the proportion should reach at least 20%;

4. The company's development stage is not easy to distinguish but it is important

When cash dividends account for a large proportion of the profit distribution, the capital expenditure arrangement may be in accordance with the provisions of the preceding paragraph

The minimum percentage should be 40%; Fixed.

3. The company's development stage is in the growth period and there is a heavy (7) If one of the following circumstances occurs, it may not

If a large capital expenditure is arranged, profit distribution shall be carried out Profit distribution shall be carried out:

1. The audit report of the most recent year is not unqualified

The minimum percentage should be 20%; Opinions may contain material inaccuracies related to going concern

4. Unqualified opinions on the development stage of the company that are not easy to distinguish but have re-qualitative paragraphs;

If a large capital expenditure is arranged, it can be in accordance with the preceding paragraph 2, the company's asset-liability ratio at the end of the period is higher

Fixed. 70%；

3. The company's operating cash flow for the current year is net

or net cash flow is negative;

4. Others stipulated by laws and regulations and the Articles of Association

Situation.

(8) In any of the following circumstances, it may not be

Make a cash distribution:

1. The company's net operating cash flow for the current year

or net cash flow is negative;

2. The company has a major pair in the next 12 months

Foreign investment plans or major capital expenditure plans

(Except for fund-raising projects). Significant investment calculations

Significant capital expenditures refer to: the company intends to to

Foreign investment, acquisition of assets, purchase of equipment or R&D

Expenditures and other capital expenditures have reached or exceeded cumulative expenditures

Audited net assets for the most recent fiscal year of the company

more than 5% of the production;

3. The board of directors deems it inappropriate to pay cash dividends

Other situations.

7 Article 184 Distributor of the Company's Profits Article 184 The Distributor of the Company's Profits

Deliberation Procedure: Deliberation Procedure and Decision-making Mechanism for Policy Adjustment

…… And Procedure:

(4) The Company is subject to the above-mentioned Article 183 ......

(3) The Company shall not proceed under the special circumstances specified in Paragraph (4) The Company shall not proceed due to the above-mentioned Article 183

In the case of cash dividends, the board of directors will not pay cash dividends under the special circumstances specified in item (7).

The board of directors will not pay cash dividends when the specific reasons and the exact use of the company's retained earnings are dividends

The specific reasons for the specific reasons for the projected investment income and other matters, and the exact use of the company's retained earnings

After the independent directors express their opinions, they will submit special statements on matters such as shareholders' approach and expected investment returns

The General Assembly shall deliberate and submit to the shareholders after the annual report and the company's designation, and after the independent directors express their opinions

Disclosure in the media. The distribution of the company's profits for the year is reviewed by the General Assembly and designated in the annual report and the company

The plan shall be disclosed in the media held by the shareholders present at the general meeting of shareholders. The company's profit distribution for the year

Passed by more than two-thirds of the voting rights. The plan shall be held by shareholders present at the general meeting of shareholders

Passed by more than two-thirds of the voting rights.

(5) The company shall strictly implement this charter

Determine the cash dividend policy and review by the shareholders' meeting

Approved cash dividend scheme. It is necessary

The cash dividend policy determined in this charter is adjusted

Where it is rectified or changed, the provisions of this Charter shall be satisfied

conditions, after detailed demonstration, fulfill the corresponding

and approved by shareholders attending the shareholders' meeting

Adopted by more than two-thirds of the voting rights held. Shareholder review

Discuss the adjustment or change of the profit distribution policy

The Company shall be subject to the Shanghai Stock Exchange

The provision of networks or other means for public votes

Investors are facilitated to participate in shareholders' meetings.

8 Article 185 Party of the Company's Profit Distributor Article 185 Party of the Company's Profit Distribution

Implementation of the case

The general meeting of shareholders of the company shall make the profit distribution plan The general meeting of shareholders of the company shall make the profit distribution plan

After the resolution is made, the board of directors of the company shall make a resolution at the general meeting of shareholders, or the board of directors of the company shall make a decision on the basis of the annual shares

Dividends (or shares) to be completed within 2 months after the convening of the interim dividend for the next year deliberated and approved by the General Assembly

of distributions. pieces and upper limits after the development of specific plans, must be in 2

The distribution of dividends (or shares) is completed within the month

Item.

Except for the above, the other terms remain unchanged. The revised Articles of Association will be published on the website of the Shanghai Stock Exchange on the same day (www.sse.com.cn)

2. Amendments to the rules of procedure of the board of directors

In view of the Company's intention to change the composition of the Board of Directors, the Rules of Procedure of the Board of Directors were amended at the same time. The revised Rules of Procedure of the Board of Directors were disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

At the same time, in order to ensure the smooth progress of the amendment of the articles of association, the board of directors of the company hereby proposes to the general meeting of shareholders of the company to authorize the board of directors to deal with all matters related to the amendment of the articles of association, including but not limited to industrial and commercial registration. In order to facilitate the implementation of the amendment to the articles of association, the board of directors will, within the scope of the authorization of the general meeting of shareholders, authorize the management of the company and relevant departments to be responsible for handling the specific matters of the amendment to the articles of association, and the authorization will be valid until all relevant matters are completed.

The announcement is hereby made.

Board of Directors of AMEC Semiconductor Equipment (Shanghai) Co., Ltd

December 28, 2024