上海剑桥科技股份有限公司章程（草案） （H股发行并上市后适用） （待公司2025年第二次临时股东会审议修订） 第一章 总则 目 录 第一条 为维护上海剑桥科技股份有限公司（以下简称"公司"或"本公司"）、 股东、职工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》"）、《上市公司章程指引》《上海证券交易所股票上市规则》《境内企业境 外发行证券和上市管理试行办法》《香港联合交易所有限公司证券上市规则》（以下 简称"《香港上市规则》"）和其他有关规定，制定《上海剑桥科技股份有限公司章 程》（以下简称"《公司章程》"或"本章程"）。 第二条 "公司系依照《公司法》和其他有关法规和规定成立的股份有限公司。公 司由上海剑桥科技有限公司依法变更设立，上海剑桥科技有限公司的原有股东即为公 司发起人；公司在上海市工商行政管理局注册登记，于2012年7月6日取得营业执照， 统一社会信用代码为9131000078585112XY。 第三条 公司于2017年10月13日经中国证券监督管理委员会（以下简称"中国证监 会"）核准，首次向 ...

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [2][3] - The company was established as a joint-stock limited company and registered in Shanghai on July 6, 2012 [2][3] Company Structure and Governance - The company was approved by the China Securities Regulatory Commission to issue A shares and was listed on the Shanghai Stock Exchange on November 10, 2017 [3] - The company has a registered capital of an unspecified amount in RMB [3] Business Objectives and Scope - The company's business objective focuses on technological innovation, particularly in AI applications and high-speed optical communication modules [6] - The company is engaged in the development, design, and maintenance of computer and communication software and equipment, among other services [6] Share Issuance and Management - The company issues shares in a registered form, ensuring equal rights for all shares of the same category [7] - The total number of shares issued at the company's establishment was 75 million, with a par value of RMB 1 per share [8] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [19] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed capital [40] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [48] - Temporary shareholder meetings can be convened under specific circumstances, such as when the number of directors falls below the legal minimum [49] Audit and Legal Compliance - The company must hire a lawyer to attend shareholder meetings and provide legal opinions on the meeting's legality [51] - Shareholders can request the company to take legal action if the board of directors fails to act on their requests [22]

Core Points - The company, Shanghai Cambridge Technology Co., Ltd., was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [2][3] - The company was registered on July 6, 2012, with a registered capital of RMB 268,041,841 [2][3] - The company focuses on technology innovation, particularly in AI applications and high-speed optical communication modules [4][5] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - The legal representative's resignation is considered simultaneous with the resignation from the chairman position, and a new legal representative must be appointed within 30 days [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 its entire assets [3][4] Business Objectives and Scope - The company's business objectives emphasize technology innovation as the core driving force, focusing on AI application network solutions and high-speed optical communication modules [4][5] - The registered business scope includes the development, design, and production of computer and communication software, maintenance of computer and communication network equipment, and production of optical fiber switches [5] Share Issuance and Management - The company issued a total of 75 million shares at a nominal value of RMB 1 per share upon establishment [6] - The total number of shares issued by the company is 268,019,841, all of which are ordinary shares [7][21] - The company adheres to principles of openness, fairness, and justice in share issuance, ensuring equal rights for all shareholders of the same class [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participation in shareholder meetings, and the ability to supervise the company's operations [15][16] - Shareholders are obligated not to withdraw their capital except as legally permitted and must not abuse their rights to harm the company or other shareholders [19][20] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which is the highest authority of the company [13][15] - Major decisions, such as capital increases or decreases, mergers, and significant asset transactions, require approval from the shareholder meeting [21][22][24] - The company must provide necessary conditions for the activities of the Communist Party organization as per its regulations [4]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [1][2] - The company was established as a joint-stock company in accordance with the Company Law and is registered in Shanghai [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 24,467,889 shares on November 10, 2017 [1][3] Company Information - The registered name of the company is Shanghai Cambridge Technology Co., Ltd., with a registered capital of RMB 268,041,841 [2] - The company is located at Room 501, Building 8, No. 2388 Chenxing Highway, Minhang District, Shanghai, with a postal code of 201114 [2] Business Objectives and Scope - The company's business objective focuses on technological innovation, particularly in AI applications and high-speed optical communication modules [4] - The company is engaged in the development, design, and production of computer and communication software, as well as maintenance of communication network equipment [4] Shares and Capital - The company has issued a total of 268,019,841 shares, all of which are ordinary shares denominated in RMB [6] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the election of directors and approval of financial reports [11][12] - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [15][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the fiscal year [22] - Shareholders holding more than 10% of the shares can request a temporary meeting within two months of certain events [22][24] Decision-Making and Voting - Decisions regarding significant transactions, such as asset purchases exceeding 50% of the company's total assets, require shareholder approval [20][21] - The company must provide legal opinions on the validity of shareholder meetings and decisions [22][23]