Shanghai FourSemi Semiconductor Co., Ltd. (FOURSEMI) has released its full Articles of Association, detailing the corporate governance structure, capital framework and shareholder rights that will apply following the company’s planned H-share listing on the Hong Kong Stock Exchange (HKEX).

Key capital arrangements • Registered capital is set at RMB112.00 million, divided into 112 million ordinary shares with a par value of RMB1 each. • Initial offshore listing approval (30 Mar 2026) and CSRC filing (6 Feb 2026) allow for an initial issuance of 12 million H-shares. • The company may issue up to 38.33 million additional H-shares and convert up to 98.89 million domestic shares into H-shares, subject to regulatory clearance. • Post-conversion and issuance, total share capital could rise to 113.80 million shares, of which up to 112.69 million would be H-shares.

Shareholder protections and capital management • Shareholder liability is limited to subscribed capital; all shares carry equal rights (one vote per share). • The company may repurchase up to 10% of issued shares for purposes including employee incentive plans or safeguarding shareholder value, with disposal or cancellation timelines of up to three years. • External guarantees exceeding thresholds—such as 50% of net assets or 30% of total assets—require shareholder approval; connected shareholders must abstain from related votes.

Governance architecture • Board of Directors: nine members, including at least three independent directors (minimum one resident in Hong Kong). The chair is the legal representative. • Audit, Nomination, and Remuneration & Appraisal Committees are established under the Board; the Audit Committee replaces the statutory supervisory board. • Directors serve three-year terms and may be re-elected. Senior management comprises a president, vice-presidents and a financial controller, all appointed by the Board.

Dividend and profit-allocation policy • At least 10% of annual after-tax profit is reserved until statutory reserves reach 50% of registered capital. • Remaining distributable profit is allocated pro-rata to shareholders; cash dividends, once approved, must be paid within six months of the shareholder resolution. • Dividends to H-shareholders will be declared in RMB and paid in Hong Kong dollars via a designated collection agent.

Other notable provisions • Shareholders holding ≥3% of shares for 180 consecutive days may inspect accounting books and vouchers. • Directors and senior management are prohibited from using their positions for personal gain and must avoid conflicts of interest; violations carry compensation liabilities. • The company may undertake mergers, splits, capital increases or reductions following prescribed shareholder or Board approvals and creditor notification procedures. • Any amendments to the Articles require a two-thirds majority at a shareholders’ meeting and subsequent regulatory filings.

These Articles take effect on the date FOURSEMI’s H-shares commence trading on HKEX, providing a comprehensive governance blueprint aligned with PRC law and Hong Kong listing requirements.