剑桥科技: 公司章程（草案）（H股发行并上市后适用）

Core Points - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [1] - The company was established as a joint-stock company under the Company Law and is registered in Shanghai, obtaining its business license on July 6, 2012 [1][2] - The company focuses on technological innovation, particularly in AI applications and high-speed optical communication modules, to provide high-value products and services globally [5] Company Structure - The company was approved by the China Securities Regulatory Commission (CSRC) to issue A-shares on October 13, 2017, and was listed on the Shanghai Stock Exchange on November 10, 2017 [2] - The company is structured as a permanent joint-stock company, with the chairman serving as the legal representative [2][3] - The company’s registered capital is not specified in the document [2] Share Issuance and Management - The company issues shares in the form of registered stocks, ensuring equal rights for all shares of the same category [6][16] - The total number of shares issued at the company's establishment was 75 million, with a nominal value of 1 RMB per share [21] - The company can increase its capital through various methods, including issuing shares to unspecified or specific targets, distributing bonus shares, or converting reserves into capital [23] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend and vote at shareholder meetings, supervise the company's operations, and request the company to buy back their shares under certain conditions [34][40] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [40][41] Governance and Meetings - The company’s governance structure includes a board of directors and a supervisory committee, with the shareholders' meeting being the highest authority [22] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [48] - Shareholders holding more than 10% of the shares can request a temporary shareholders' meeting [29]