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中颖电子: 中颖电子股份有限公司章程(2025年8月)
Zheng Quan Zhi Xing· 2025-08-05 16:32
Core Points - The company, Sino Wealth Electronic Ltd., was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and was registered on December 9, 2010 [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 32 million shares on May 24, 2012, and was listed on the Shenzhen Stock Exchange on June 13, 2012 [1][3] - The registered capital of the company is RMB 341.370172 million, and the actual paid-in capital is also stated [2][3] Company Structure - The company is a permanent joint-stock company, and its legal representative is the director who executes company affairs [2][3] - The company has a total of 96 million shares issued, with a par value of RMB 1 per share [6][21] - The company’s 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 [2][3] Business Objectives and Scope - The company's business objective is to leverage government policies that encourage the development of the integrated circuit industry, recruit high-quality R&D talent, and develop domestic integrated circuits, chips, and various electronic components and products [3][5] - The business scope includes integrated circuit design, manufacturing, sales, software development, and technology services, among others [5][6] Share Issuance and Management - The company issues shares based on principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [6][7] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [8][9] - The company is prohibited from repurchasing its shares except under specific circumstances, such as reducing registered capital or employee stock ownership plans [9][10] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and the ability to supervise the company's operations [11][12] - Shareholders must comply with laws and the company’s articles of association, and they are liable for their subscribed shares [15][16] - The company’s articles of association provide a legal framework for shareholder meetings, including the rights to propose and vote on resolutions [18][19] Governance and Decision-Making - The company’s governance structure includes a board of directors and an audit committee, which are responsible for overseeing company operations and ensuring compliance with laws [20][21] - Shareholder meetings are the company’s decision-making body, with specific procedures for calling and conducting meetings [22][23] - Resolutions can be passed as ordinary or special resolutions, with different voting thresholds required for each type [80][81]