General Provisions - The purpose of the articles of association is to protect the rights and interests of China Micro Semiconductor (Shenzhen) Co., Ltd. and its shareholders and creditors, and to regulate the company's organization and behavior [2] - The company was established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations, and was registered with the Shenzhen Market Supervision Administration [2] - The company received approval from the China Securities Regulatory Commission (CSRC) for its initial public offering (IPO) of 63 million shares on April 29, 2022, and was listed on the Shanghai Stock Exchange on August 5, 2022 [2][3] Company Structure - The registered capital of the company is not specified in the articles [3] - The company is a permanent joint-stock limited company, with the general manager serving as the legal representative [3] - 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 all its assets [3] Business Objectives and Scope - The company's business objective is to expand integrated circuit design capabilities and become a platform-based chip design enterprise centered on MCU, providing one-stop chip-level solutions for smart controllers [4] - The business scope includes the design, development, and sales of integrated circuits, computer software products, and electronic products, as well as import and export operations [4] Share Issuance - The company's shares are issued in the form of stocks, with each share having a par value of 1 RMB [6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for shares of the same category [6] - The company is established by seven founders, including investment partnerships, with a total of 6.666 million shares issued [6] Share Capital Management - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [8] - The company may reduce its registered capital in accordance with the Company Law and other regulations [8] - The company can repurchase its shares under specific circumstances, such as reducing registered capital or for employee stock ownership plans [9] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, request meetings, supervise the company's operations, and transfer their shares [13] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [17] - Shareholders holding more than 3% of shares for over 180 days can request to inspect the company's accounting books [14] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [43] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting [26] - The notice for shareholder meetings must include details such as time, location, and agenda, and must be sent out in advance [56][57]
中微半导: 公司章程(草案)(H股发行上市后适用)