敏芯股份: 苏州敏芯微电子技术股份有限公司章程

General Overview - Suzhou MEMSensing Microsystems Co., Ltd. is established as a joint-stock company based on the original Suzhou MEMSensing Microsystems Ltd. and registered with the Jiangsu Provincial Market Supervision Administration [2][3] - The company was registered with the China Securities Regulatory Commission on July 6, 2020, and publicly issued 13,300,000 shares of RMB ordinary stock, listing on the Shanghai Stock Exchange's Sci-Tech Innovation Board on August 10, 2020 [2][3] Company Structure and Governance - The registered capital of the company is RMB 56.023107 million [3] - The company is a permanent joint-stock company, with the board of directors elected to represent the company in executing its affairs [3] - The legal representative of the company is the director elected by the board, and the company bears civil liability for activities conducted by the legal representative [3] Business Objectives and Scope - The company's business objective is to become a global leader in MEMS solutions through continuous innovation and research, creating sustainable value for society, employees, and shareholders [4] - The registered business scope includes the development and design of micro-electromechanical systems (MEMS) sensors, integrated circuits, and new electronic components, as well as the production and sale of MEMS sensors [4] Share Structure - The company's shares are issued in the form of stocks, with all shares having equal rights [6] - The total number of shares issued at the establishment of the company is 35,000,000, with a par value of RMB 1 per share [6][7] - The company has issued a total of 56.023107 million shares, all of which are RMB ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends and other benefits proportional to their shareholdings, and they can request meetings, supervise company operations, and transfer their shares [12][13] - 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] Board of Directors and Management - The board of directors is responsible for the overall governance of the company, including the election and remuneration of directors, and the approval of significant transactions [46][47] - The company has established an audit committee to oversee financial practices and ensure compliance with regulations [18][19] 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 [48] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting [27][28] Financial Management - The company must adhere to financial accounting systems and undergo internal audits, with the appointment of external auditors subject to shareholder approval [7][8] - The company can increase capital through various methods, including issuing new shares and distributing bonuses to existing shareholders [23][24]