Articles of Association
Chapter 1 General Provisions
Article 1 To protect the legitimate rights and interests of NationalChip Technology Inc. (hereinafter referred to as the "Company") and its shareholders, employees, and creditors, and to regulate the organization and conduct of the Company, these Articles of Association are formulated in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises," the "Guidelines for the Articles of Association of Listed Companies," the "Listing Rules of the Shenzhen Stock Exchange ChiNext Market," the "Listing Rules of The Stock Exchange of Hong Kong Limited" (hereinafter referred to as the "Hong Kong Listing Rules"), and other relevant regulations.
Article 2 The Company is a joint-stock limited company established in accordance with the "Company Law" and other relevant regulations of the People's Republic of China (hereinafter referred to as "China," which, for the purpose of these Articles, does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan).
The Company was established by the overall transformation of Shenzhen ZTE IC Design Co., Ltd. The Company is registered with the Shenzhen Administration for Market Regulation, with a unified social credit code of: 914403007152844811.
Article 3 On April 12, 2010, the Company was approved by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") to issue 27.2 million RMB ordinary shares to the public for the first time, and was listed on the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE") on April 30, 2010. The shares issued by the Company and listed on the SZSE are hereinafter referred to as "A Shares."
On December 2, 2025, the Company filed with the CSRC and was approved by The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "SEHK") on March 20, 2026, to issue 95,000,000 shares of overseas listed foreign capital stock for the first time, and was listed on the Main Board of the SEHK on March 23, 2026. The shares issued by the Company and listed on the SEHK are hereinafter referred to as "H Shares."
Article 4 The registered name of the Company is: Chinese: 国民技术股份有限公司 English: NSING TECHNOLOGIES INC.
Article 5 The domicile of the Company is: 1st Floor, NationalChip Building, No. 109 Baoshen Road, Songpingshan Community, Xili Subdistrict, Nanshan District, Shenzhen. Postal Code: 518057.
Article 6 The registered capital of the Company is RMB 678,126,700.
Article 7 The Company is a joint-stock limited company with perpetual existence.
Article 8 The Chairman of the Board shall be the legal representative of the Company. If a director serving as the legal representative resigns, it shall be deemed that they have also resigned as the legal representative. If the legal representative resigns, the Company shall determine a new legal representative within thirty days from the date of resignation of the legal representative.
Article 9 Civil activities conducted by the legal representative in the name of the Company shall be borne by the Company. Restrictions on the powers of the legal representative stipulated in these Articles of Association or by the shareholders' meeting shall not be asserted against a bona fide counterparty. If the legal representative causes harm to others while performing their duties, the Company shall bear the civil liability. After the Company bears civil liability, it may recover from the legal representative who is at fault in accordance with the law or these Articles of Association.