赛微电子: 关于修订《公司章程》的公告

Core Viewpoint - Beijing Saiwei Electronics Co., Ltd. plans to amend its Articles of Association to enhance corporate governance by abolishing the supervisory board, transferring its powers to the audit committee of the board of directors [1][2][3] Summary by Sections Company Governance - The company intends to revise its Articles of Association to improve governance efficiency and standardize operations, in compliance with relevant laws and regulations [1][2] - The supervisory board will be abolished, and its responsibilities will be assumed by the audit committee of the board of directors [1][2] Articles of Association Amendments - The term "shareholders' meeting" will be changed to "shareholders' assembly" throughout the Articles of Association [1] - The legal representative of the company will be the chairman of the board, and the company will bear civil liability for actions taken by the legal representative [2][3] - The company’s assets will be divided into equal shares, and shareholders will be liable for the company's debts only to the extent of their subscribed shares [3][4] Share Issuance and Capital Increase - The company will issue shares based on principles of openness, fairness, and justice, ensuring equal rights for all shares of the same type [4][5] - The company may increase capital through various methods, including public issuance and distribution of bonus shares, subject to shareholder approval [5][6] Share Repurchase Regulations - The company is prohibited from repurchasing its shares, except under specific circumstances such as capital reduction or employee stock ownership plans [6][7] - Any repurchase must be conducted through public centralized trading or other legally recognized methods [7][8] Shareholder Rights and Obligations - Shareholders have the right to request information, participate in meetings, and supervise company operations [8][9] - Shareholders must comply with laws and the Articles of Association, and they cannot withdraw their capital except as legally permitted [9][10] Control and Management - The controlling shareholders and actual controllers must act in good faith and not exploit their positions to harm the company or other shareholders [10][11] - They are required to maintain the independence of the company and ensure fair treatment of minority shareholders [11][12]