Nexchip Semiconductor Corporation (“NEXCHIP”) has published a draft version of its Articles of Association, setting the legal and governance framework that will apply once the company’s H shares are issued and listed on the Main Board of The Stock Exchange of Hong Kong Limited (SEHK). Key provisions are highlighted below.

Corporate Profile • NEXCHIP is a joint-stock limited company converted in 2020 from Nexchip Semiconductor Limited and registered in Hefei, Anhui Province. • The company listed 501.53 million A shares on Shanghai’s STAR Market in May 2023. • It plans an initial public offering of H shares on the SEHK; the offering size and post-offering registered capital are still marked “[•••]” in the draft.

Share Capital and Restrictions • Current share capital comprises 2,007.59 million A shares and “[•••]” H shares, all with a par value of RMB1. • Shares issued before the 2023 STAR Market listing are subject to a one-year lock-up. Directors and senior management may not transfer more than 25 % of their holdings each year and face additional lock-up conditions. • Share pledges by holders of 5 % or more must be reported to the company on the day of the pledge.

Governance Structure • Board size set at nine directors: five non-independent, three independent, and one employee representative. • The chairperson also serves as the legal representative; a vice-chairperson or a director elected by the board acts in the chairperson’s absence. • Key committees: Audit (three non-executive directors, majority independent), Nomination, Remuneration & Evaluation, and Strategy & ESG. • An on-site board meeting must be held at least quarterly; extraordinary meetings can be convened on ten days’ notice (or shorter in emergencies). • The Audit Committee assumes the statutory duties of a board of supervisors, including financial oversight, appointment of auditors and internal-control evaluation.

Shareholder Meetings • Annual general meetings (AGM) are required within six months of each fiscal year-end; extraordinary general meetings must be held within two months once specific triggers occur (e.g., losses reaching one-third of share capital or shareholder requests from holders of ≥10 % of shares). • Ordinary resolutions require a simple majority; special resolutions require at least two-thirds of votes cast. • Connected shareholders must abstain from voting on related-party transactions.

Profit Distribution Policy • Cash dividends take priority; when conditions are met, the company must distribute at least 10 % of annual distributable profit as cash dividends. • If in a mature stage without major capex, the cash payout ratio should be no less than 80 %; if major capex exists, no less than 40 %. • Interim dividends are permitted, subject to predefined ceilings approved at the AGM.

Capital Changes and Liquidity • Mergers, divisions, capital increases, capital reductions and repurchases follow PRC Company Law and SEHK rules, with shareholder and regulatory approvals where applicable. • Share repurchases for employee stock ownership plans, convertible bond conversions or value protection are capped at 10 % of issued shares and must be completed or cancelled within three years.

Internal Controls and Audit • An internal audit department, independent of finance, reports directly to the Audit Committee. • Annual and interim reports must be filed within four and two months after period-end respectively. • External auditors are appointed annually by shareholders; audit fees are set by the general meeting.

Party Committee • In line with PRC regulations, NEXCHIP will establish a Communist Party committee, with the committee secretary serving on the board and overseeing Party affairs within the company.

Effective Date The Articles of Association will take effect upon the listing of NEXCHIP’s H shares on the SEHK, subject to shareholder approval and regulatory clearance.