芯朋微: 公司章程（2025年5月）

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 28.2 million shares on June 23, 2020, and was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 22, 2020 [3] - The registered capital of the company is RMB 131,310,346 [6] Corporate Governance - The chairman serves as the legal representative of the company, and if the chairman resigns, a new legal representative must be appointed within 30 days [3] - The company’s assets are divided into equal shares, and shareholders are liable for the company’s debts only to the extent of their subscribed shares [3] - The company’s articles of association are legally binding on the company, shareholders, directors, and senior management [3] Business Objectives and Scope - The company aims to become a leading provider of electronic components, integrated circuits, and related products with international influence, focusing on quality and excellence [4] - The business scope includes research, design, production, sales of electronic components and integrated circuits, as well as related technical services and import/export activities [4] Share Issuance and Capital Structure - The company’s shares are issued in the form of stocks, with a par value of RMB 1 per share [5] - The total share capital of the company is 131,310,346 shares, all of which are ordinary shares [5] - The company may provide financial assistance for others to acquire its shares, but the total amount of such assistance cannot exceed 10% of the issued share capital [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [11] - Shareholders must comply with laws and the company’s articles of association, and they are liable for losses caused by the abuse of their rights [41] - The company must maintain a shareholder register, which serves as proof of share ownership [11] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with the annual meeting to be held within six months after the end of the fiscal year [49] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [53][55] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [81][83] Related Party Transactions - Related party transactions must be disclosed, and related shareholders are required to abstain from voting on such matters [85] - The company must ensure that transactions do not harm the interests of other shareholders [16]