唯捷创芯: 公司章程

Core Points - Vanchip (Tianjin) Technology Co., Ltd. was established as a joint-stock company on April 30, 2015, with a registered capital of RMB 430,313,008 [2][4] - The company was approved for registration by the China Securities Regulatory Commission on March 1, 2022, and publicly issued 40.08 million shares, which were listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on April 12, 2022 [2][3] - The company's operational scope includes integrated circuit design consulting, research and development, testing, sales, and related technical services [4] Company Structure - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [3][11] - The general manager serves as the legal representative of the company, and the company is responsible for civil activities conducted in its name [3][4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [3][4] Share Issuance and Management - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [5][6] - The total number of shares issued is 430,313,008, all of which are ordinary shares [5][6] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions approved by the shareholders' meeting [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the company's articles of association [9][10] - Shareholders holding more than 3% of the shares for over 180 days can request to inspect the company's accounting books [10][11] - Shareholders are prohibited from abusing their rights to harm the company or other shareholders' interests [14][41] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [18][19] - The board of directors is responsible for convening shareholder meetings and must provide legal opinions on certain matters [21][22] - Shareholders can propose agenda items for meetings, and the company must notify them of the meeting details in advance [25][26] Audit and Compliance - The company is required to maintain transparency and comply with information disclosure obligations as mandated by laws and regulations [12][13] - The risk and audit committee has the authority to request legal action against directors or senior management for violations that harm the company [13][14] - The company must ensure that its operations remain independent and that its assets and finances are managed separately from those of its controlling shareholders [16][17]