韦尔股份: 关于修订H股发行上市后适用的《公司章程》及相关内部治理制度的公告

Core Viewpoint - Shanghai Weir Semiconductor Co., Ltd. is revising its Articles of Association and internal governance systems in preparation for the issuance and listing of H shares on the Hong Kong Stock Exchange, aligning with relevant laws and regulations [1][2][3]. Summary by Sections Articles of Association Revision - The revision is based on the need for the company to issue H shares and comply with both domestic and Hong Kong regulations [1]. - The new Articles of Association will include provisions for the issuance of H shares and global depositary receipts (GDRs) [1][2]. Capital Structure - The registered capital of the company is currently RMB 121,442.6982 million, which will be updated post the issuance of H shares [1][2]. - The total number of shares will be adjusted to reflect the new H shares issued, with specific proportions for A shares and H shares to be defined [2]. Shareholder Rights and Obligations - Shareholders will retain rights to dividends and other benefits proportional to their shareholdings, and they can request to convene shareholder meetings [3][4]. - The company will maintain a register of H share shareholders, ensuring consistency between the primary and secondary records [3]. Governance and Decision-Making - The board of directors will have enhanced responsibilities, including the authority to make decisions on capital increases and share repurchases under specified conditions [4][5]. - The company will hold regular board meetings, with a minimum of four meetings annually, to ensure effective governance [6][7]. Compliance and Regulatory Framework - The revised Articles will ensure compliance with both Chinese and Hong Kong regulations, particularly regarding the issuance and transfer of shares [5][6]. - The company will adhere to the rules set forth by the Hong Kong Stock Exchange regarding related party transactions and shareholder voting rights [6][7].