中微半导: 关于取消监事会并修订《公司章程》及相关议事规则的公告

Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association and related rules, transferring the supervisory functions to the audit committee of the board of directors [1]. Summary by Sections Company Structure Changes - The company will no longer have a supervisory board or supervisors, with the audit committee of the board taking over the supervisory responsibilities as per the Company Law [1]. - Relevant rules and regulations related to the supervisory board have been abolished and the articles of association, shareholder meeting rules, and board meeting rules have been revised accordingly [1]. Amendments to Articles of Association - Article 8 has been amended to clarify the legal responsibilities of the legal representative in civil activities conducted on behalf of the company [1]. - Article 9 specifies that shareholders are liable for the company's debts only to the extent of their subscribed shares [2]. - Article 10 allows for lawsuits against shareholders, directors, supervisors, general managers, and other senior management [3]. - Article 15 ensures that all shares of the same class have equal rights [3]. - Article 19 confirms that the total number of shares issued by the company is 400.365 million, all of which are ordinary shares [4]. - Article 21 outlines the methods for increasing capital, including public and private offerings [4]. - Article 27 states that the company does not accept its own shares as collateral [5]. - Article 39 mandates that shareholders holding more than 5% of voting shares must report any pledging of their shares [19]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes [6]. - Shareholders can request to review the company's accounting books if they hold more than 3% of shares for over 180 days [8]. - Shareholders are obligated to comply with laws and the company's articles of association [16]. Governance and Decision-Making - The shareholder meeting is the company's authority body, responsible for major decisions such as approving financial budgets and profit distribution [24]. - The board of directors is responsible for convening shareholder meetings and must do so within specified timeframes [29].