Axera Semiconductor Co., Ltd. officially released its updated Articles of Association, formulated under the Company Law of the People’s Republic of China and other relevant regulations. The new document applies following its H Share issuance and listing on the Main Board of the Hong Kong Stock Exchange, as noted in the text.

The Articles of Association confirm the total issued share capital at the time of establishment as 330,770,985 shares (face value RMB1 per share), subscribed by 41 promoters and issued by way of promotion. The document details procedures for any future share issuance and clarifies that repurchases must conform to relevant laws and receive appropriate internal approval.

The governance structure is outlined as a Board of Directors with 12 members, including four independent directors. The Board holds authority to convene shareholders’ general meetings, propose profit distribution measures, and oversee decisions on mergers, divisions, capital changes, and other material transactions. The Audit Committee replaces the traditional supervisory committee, reflecting the Company’s specific practice under which members review financial disclosures, audit results, and internal controls.

The Articles define both ordinary and special resolutions, with the latter requiring a two-thirds majority of shareholders’ votes. Additional provisions address shareholder rights, dividend policies, issuance of convertible bonds, and mandatory disclosure requirements. The document also explains liquidation procedures in the event of dissolution and emphasizes safeguarding creditors’ rights during any mergers or divisions.

These Articles of Association took effect upon the Company’s H Share listing approval and filing, ensuring that Axera Semiconductor operates within a clear legal framework consistent with its publicly listed status.