上海贝岭: 上海贝岭公司章程（第二十版审议稿）

Core Points - The company aims to provide integrated circuit products, system solutions, and services to meet customer demands while maximizing value for shareholders, customers, and employees [5][6] - The company was established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China, with its first public offering of 120 million shares approved by the China Securities Regulatory Commission [2][3] - The registered capital of the company is RMB 708,923,303 [4] Chapter Summaries Chapter 1: General Provisions - The company is established to protect the rights of shareholders, employees, and creditors, and to regulate its organization and behavior [2] - The company is registered in Shanghai and has a unified social credit code [2] Chapter 2: Business Objectives and Scope - The company's business objective is to become a leading enterprise in the integrated circuit industry while fulfilling social responsibilities [5] - The business scope includes the design and manufacturing of integrated circuits, discrete devices, and related products, as well as technology services and consulting [5] Chapter 3: Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [6] - The total number of issued shares is 708,923,303, all of which are ordinary shares [6] Chapter 4: Shareholders and Shareholders' Meeting - The shareholders' meeting is the company's authority, responsible for electing directors, approving profit distribution plans, and making decisions on capital changes [18] - Shareholders have rights to dividends, request meetings, supervise operations, and access company documents [35] Chapter 5: Party Committee - The company establishes a Party organization in accordance with the Communist Party of China’s regulations to ensure the Party's activities are conducted effectively [4] Chapter 6: Directors and Board of Directors - The board of directors is responsible for the company's operations and decision-making, with specific provisions for independent directors and committees [6] Chapter 8: Financial Accounting System, Profit Distribution, and Audit - The company must adhere to legal regulations in its financial practices and ensure proper auditing [6] Chapter 10: Merger, Division, Capital Increase, Reduction, Dissolution, and Liquidation - The company can increase or reduce capital based on shareholder resolutions and legal requirements [8] Chapter 12: Amendments to the Articles - The articles of association can be amended following the procedures outlined in the document [6]