普冉半导体（上海）股份有限公司 第五条 公司住所：上海市浦东新区张江镇银冬路 20 弄 8 号地下 1 层、地下 第六条 公司注册资本为人民币 148,049,102 元。 第一条 为维护公司、股东和债权人的合法权益，规范公司的组织和行为， 根据《中华人民共和国公司法》（以下简称《公司法》）、《中华人民共和国证 券法》（以下简称《证券法》）和其他有关规定，制订本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司（以下 简称"公司"）。 公司以发起方式设立；在上海市市场监督管理局注册登记，经核发《营业执 照》后成立。 第三条 公司于 2021 年 06 月 22 日经中国证券监督管理委员会批准，首次向 社会公众发行人民币普通股 9,057,180 股，于 2021 年 08 月 23 日在上海证券交易 所上市。 第四条 公司注册名称：普冉半导体（上海）股份有限公司 英文名称：Puya Semiconductor (Shanghai) Co., Ltd. 章程 二〇二五年八月 第一章 总则 第七条 公司为永久存续的股份有限公司。 第八条 董事长为公司的法定代表人。 第九条 公司全部资产分为等额股 ...

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 28.2 million shares on June 23, 2020, and was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 22, 2020 [3] - The registered capital of the company is RMB 131,310,346 [6] Corporate Governance - The chairman serves as the legal representative of the company, and if the chairman resigns, a new legal representative must be appointed within 30 days [3] - The company’s assets are divided into equal shares, and shareholders are liable for the company’s debts only to the extent of their subscribed shares [3] - The company’s articles of association are legally binding on the company, shareholders, directors, and senior management [3] Business Objectives and Scope - The company aims to become a leading provider of electronic components, integrated circuits, and related products with international influence, focusing on quality and excellence [4] - The business scope includes research, design, production, sales of electronic components and integrated circuits, as well as related technical services and import/export activities [4] Share Issuance and Capital Structure - The company’s shares are issued in the form of stocks, with a par value of RMB 1 per share [5] - The total share capital of the company is 131,310,346 shares, all of which are ordinary shares [5] - The company may provide financial assistance for others to acquire its shares, but the total amount of such assistance cannot exceed 10% of the issued share capital [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [11] - Shareholders must comply with laws and the company’s articles of association, and they are liable for losses caused by the abuse of their rights [41] - The company must maintain a shareholder register, which serves as proof of share ownership [11] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with the annual meeting to be held within six months after the end of the fiscal year [49] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [53][55] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [81][83] Related Party Transactions - Related party transactions must be disclosed, and related shareholders are required to abstain from voting on such matters [85] - The company must ensure that transactions do not harm the interests of other shareholders [16]