VeriSilicon(688521)
Search documents
芯原股份: 关于以集中竞价交易方式回购股份的预案
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Viewpoint - Company plans to repurchase shares with a total amount between RMB 23 million and RMB 30 million, using its own funds for employee stock ownership plans or equity incentives [1][4][7] Summary by Sections Repurchase Plan Details - The repurchase price will not exceed RMB 120 per share, which is 150% of the average trading price over the last 30 trading days prior to the board's decision [1][4][5] - The repurchase will be conducted through the Shanghai Stock Exchange's centralized bidding system [4][5] - The implementation period for the repurchase is set for 12 months from the board's approval date [1][4][5] Shareholder Actions - As of the announcement date, there have been no share transactions by directors, supervisors, or senior management in the past six months [2] - Major shareholders holding over 5% may have plans to reduce their holdings in the next three to six months, and any such actions will comply with relevant regulations [2][9] Financial Impact - The total assets of the company are RMB 4.382 billion, with net assets of RMB 1.922 billion and current assets of RMB 2.447 billion [8] - The repurchase amount, at the upper limit of RMB 30 million, represents 0.68% of total assets, 1.56% of net assets, and 1.23% of current assets [8] - The company's debt ratio is 56.15%, and the repurchase will not significantly impact its debt repayment ability [8] Share Structure Changes - The repurchase is expected to involve between 191,700 to 250,000 shares, accounting for approximately 0.0365% to 0.0476% of the total share capital [4][7] - The repurchase shares will be used for employee stock ownership plans or equity incentives, and if not transferred within three years, the company will reduce its registered capital accordingly [10][11] Authorization and Compliance - The board has authorized management to handle the specifics of the repurchase, including timing, pricing, and necessary documentation [10][11] - The company will adhere to all relevant laws and regulations throughout the repurchase process [11]
芯原股份: 独立董事候选人声明与承诺-Dahong Qian
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Viewpoint - The candidate Dahong Qian has been nominated as an independent director for the third board of Chip Original Microelectronics (Shanghai) Co., Ltd, affirming their qualifications and independence [1] Summary by Relevant Sections - **Qualifications and Experience** - The candidate possesses basic knowledge of listed company operations and is familiar with relevant laws, regulations, and normative documents, with over five years of experience in law, economics, accounting, finance, and management necessary for fulfilling independent director responsibilities [1] - **Compliance with Regulations** - The candidate's qualifications meet the requirements set forth by various laws and regulations, including: - The Company Law of the People's Republic of China regarding director qualifications - The Civil Servant Law concerning concurrent positions (if applicable) - The China Securities Regulatory Commission's regulations on independent directors - Notifications from the Central Commission for Discipline Inspection and other relevant bodies regarding the roles of independent directors and supervisors [1]
芯原股份: 独立董事提名人声明与承诺-黄生
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Points - The independent director candidate Huang Sheng has been nominated for the third board of directors of Chip Origin Microelectronics (Shanghai) Co., Ltd. [1] - The nominee has agreed in writing to serve as an independent director candidate and possesses the necessary qualifications for the role [1] Summary by Sections Nomination and Qualifications - The nominee has a basic understanding of the operations of listed companies and is familiar with relevant laws, regulations, and normative documents, with over five years of experience in law, economics, accounting, finance, or management [1] - The nominee has participated in training and obtained relevant certification recognized by the stock exchange [1] Compliance with Regulations - The nominee meets the requirements set forth by various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies by the China Securities Regulatory Commission [1] - The nominee's qualifications also comply with additional regulations regarding public officials and independent directors, ensuring no conflicts of interest exist [1]
芯原股份: 股东会议事规则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Points - The document outlines the rules and procedures for the shareholders' meeting of Chip Original Microelectronics (Shanghai) Co., Ltd, aiming to ensure legal, orderly, efficient, and equitable exercise of rights by shareholders [1][2][3] Group 1: General Principles - The rules apply to the shareholders' meeting and bind all shareholders, their agents, directors, and other relevant personnel [2] - The company must strictly follow legal and regulatory requirements when convening the shareholders' meeting, ensuring shareholders can exercise their rights [3][4] - The meeting should adhere to a principle of simplicity, avoiding additional benefits for attending shareholders [5] Group 2: Powers of the Shareholders' Meeting - The shareholders' meeting is the power institution of the company, exercising rights within the scope defined by law and the company’s articles of association [6][7] - Certain transactions must be submitted for shareholders' approval if they meet specified thresholds, such as asset total exceeding 50% of total audited assets or transaction amounts exceeding 50% of market value [8][9] Group 3: Meeting Procedures - The shareholders' meeting can be annual or temporary, with the annual meeting required to be held within six months after the end of the previous fiscal year [10][11] - Temporary meetings must be convened within two months of certain events, such as significant losses or requests from shareholders holding over 10% of shares [12][13] Group 4: Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [18][19] - Notifications for meetings must be sent out in advance, detailing the agenda and allowing shareholders to prepare adequately [20][21] Group 5: Voting and Resolutions - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of the voting rights, respectively [43][44] - Voting rights are based on the number of shares held, with each share granting one vote [46][47] Group 6: Meeting Records - The company must maintain detailed records of the meeting, including attendance, proposals discussed, and voting results [63][64] - The rules specify that the meeting records must be preserved for a minimum period [65]
芯原股份: 董事会提名委员会关于第三届董事会独立董事候选人任职资格的审核意见
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Points - The board of directors of Chip Origin Microelectronics (Shanghai) Co., Ltd. has reviewed the qualifications of independent director candidates for the third board term [1] - The candidates Dahong Qian, Sun Jiangang, Huang Sheng, and Li Ting Wei do not hold shares in the company and have no related party relationships with other directors, supervisors, senior management, or shareholders holding more than 5% of the shares [1] - The candidates meet the qualifications and independence requirements as stipulated by relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1][2] Summary by Sections - **Independent Director Candidates**: Dahong Qian and Sun Jiangang are proposed as independent director candidates for the third board term, with their qualifications being reviewed and approved by the nomination committee [2] - **Compliance with Regulations**: The candidates have not been disqualified under the Company Law, have not been subject to administrative penalties by the China Securities Regulatory Commission, and are not listed as untrustworthy by the Supreme People's Court [1] - **Professional Qualifications**: The candidates possess the necessary professional qualifications, educational background, work experience, and business capabilities required for independent directors [2]
芯原股份: 关于取消监事会、调整董事会人数、变更注册资本、修订《公司章程》并办理工商变更登记暨修订、制定及废止公司部分内部管理制度的公告
Zheng Quan Zhi Xing· 2025-07-14 16:29
Group 1 - The company has decided to cancel the supervisory board and adjust the number of board members from 9 to 11, with a composition of 6 non-independent directors, 4 independent directors, and 1 employee representative director [1][2] - The supervisory board's powers will be transferred to the audit committee of the board [1] - The company aims to enhance operational efficiency and decision-making quality through these governance changes [1] Group 2 - The registered capital of the company has been changed from ¥497,750,682 to ¥499,911,232, and the total number of shares has been adjusted accordingly [2] - The company has undergone several changes in registered capital due to stock incentive plans and fundraising activities, culminating in a final registered capital of ¥525,713,273 [4] - The company has issued 24,860,441 A-shares, raising a total of approximately ¥1.81 billion after deducting issuance costs [3][4] Group 3 - The company plans to revise its articles of association to comply with the latest legal and regulatory requirements [4][5] - Several internal management systems will be revised, established, or abolished to promote standardized operations [5][6] - The changes to the internal management systems have been approved by the board and will be submitted for shareholder approval [6]
芯原股份: 董事、高级管理人员和核心技术人员所持公司股份及其变动管理办法(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Points - The document outlines the management measures for the shares held by the board members, senior management, and core technical personnel of the company, aiming to maintain market order and comply with relevant laws and regulations [1][2] - The measures apply to all shares held by the aforementioned personnel, including those held in multiple accounts and through margin trading [2] - Restrictions on share transfer include a one-year lock-up period post-listing, a six-month restriction after leaving the company, and other conditions related to legal investigations or penalties [4][5] - After the company becomes profitable, board members and senior management can reduce their holdings of pre-IPO shares following the disclosure of the annual report [4][5] - A detailed reporting process is established for share reduction plans, requiring disclosure of the number of shares, transfer methods, and reasons for reduction [5][6] - There are specific trading restrictions for board members and senior management around the time of financial report announcements and significant corporate events [6][7] - Core technical personnel are subject to similar restrictions as board members, with additional limitations on the percentage of shares they can transfer within a specified timeframe [7][8] - The company is responsible for ensuring accurate and timely reporting of shareholdings and transactions by its board members and senior management [9][10] - The document emphasizes compliance with national laws and regulations, and any conflicts with future regulations will be resolved according to the latest legal standards [10]
芯原股份: 公司章程(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-14 16:29
Group 1 - The company is named Verisilicon Microelectronics (Shanghai) Co., Ltd., established as a joint-stock company based on the previous entity, Verisilicon Microelectronics (Shanghai) Ltd. [3][4] - The company was approved by the Shanghai Stock Exchange and registered with the China Securities Regulatory Commission, issuing 48,319,289 shares of common stock to the public in 2019 and listing on August 18, 2020 [3][4]. - The registered capital of the company is RMB 499,911,232 [4]. Group 2 - The company's business purpose is to promote the rapid development of China's microelectronics industry through the development, manufacturing, and sales of related products and technologies [5][6]. - The company's business scope includes integrated circuit design, debugging, maintenance, software development, and providing related technical consulting and services [6]. Group 3 - The company has issued a total of 525,713,273 shares, all of which are common shares [10]. - The company can increase its capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, and converting reserves into capital [11][12]. Group 4 - The company’s shareholders have rights to dividends and other benefits proportional to their shareholdings, the right to request meetings, and the right to supervise the company's operations [15][33]. - Shareholders holding more than 10% of the shares can request the board to convene a temporary shareholders' meeting [30].
芯原股份: 会计师事务所选聘制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Points - The article outlines the selection system for accounting firms at Chipown Microelectronics (Shanghai) Co., Ltd, aiming to standardize the process and protect shareholder interests while enhancing audit quality and financial information disclosure [1][2][3] Group 1: General Principles - The selection of accounting firms must comply with relevant laws, regulations, and the company's articles of association [1] - The selection process requires approval from the audit committee, board of directors, and shareholders [1][2] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess valid qualifications, a stable workplace, and a good reputation for audit quality [2][3] - Firms must maintain confidentiality regarding company information and comply with the regulations set by the China Securities Regulatory Commission [1][2] Group 3: Selection Procedures - The audit committee is responsible for the selection process, including developing policies, evaluating candidates, and proposing recommendations to the board [2][3] - Various selection methods can be employed, such as competitive negotiation and public selection, ensuring fairness and transparency [2][3] Group 4: Appointment and Evaluation - The appointed accounting firm must fulfill its obligations as per the agreement and complete the audit within the stipulated time [4][5] - The audit committee must evaluate the performance of the accounting firm annually and report to the board [4][5] Group 5: Special Provisions for Replacement - If a firm is to be replaced, a 20-day prior notice is required, and the firm can present its case during the shareholders' meeting [5][6] - The company must disclose reasons for changing firms and any communication with previous auditors [5][6] Group 6: Other Regulations - The company must maintain proper documentation of the selection process for at least ten years [6][7] - Any conflicts between this system and existing laws or regulations will defer to the latter [7]
芯原股份: 对外投资管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Points - The article outlines the external investment management system of Chipone Technology (Shanghai) Co., Ltd, aimed at regulating external investment behavior, enhancing management, and safeguarding investor interests [2][3][4] Group 1: General Principles - The external investment refers to the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns [2] - Investments are categorized into short-term (up to 1 year) and long-term (over 1 year) investments, with specific types defined for each category [2][3] - The investment behavior must comply with national regulations and align with the company's long-term development strategy [3][4] Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments [6] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the president, each with defined authority [8][9] Group 3: Investment Management Organization - The board's strategic committee is responsible for researching major investment decisions and may form an investment review group for preparatory work [9] - The president is the main responsible person for implementing external investments, overseeing resources, and reporting progress to the board [9][10] Group 4: Investment Procedures - Short-term investment procedures involve the finance department preparing cash flow statements and investment proposals for approval [17] - Long-term investment procedures require the investment development department to conduct environmental assessments and prepare feasibility reports for approval [22][23] Group 5: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as force majeure or contractual termination [32] - Investment transfers are permitted if projects deviate from the company's direction or show continuous losses [33][34] Group 6: Financial Management and Auditing - The finance department is responsible for comprehensive financial records and accounting for external investments [41] - Regular audits of subsidiaries are mandated to ensure compliance with financial management policies [43][44] Group 7: Reporting and Disclosure - The company must adhere to legal and regulatory requirements for information disclosure regarding external investments [48] - Subsidiaries are required to report significant events and financial statuses to the board promptly [50][51]