Muxi Co., Ltd. initiates governance optimization, revises the Articles of Association, and establishes multiple internal policies.

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Recently, Muxi Integrated Circuits (Shanghai) Co., Ltd. (stock code: 688802, stock abbreviation: Muxi Co., Ltd.) released an announcement stating that on March 25, 2026, the company held the 23rd meeting of the first session of its board of directors and considered and approved the “Proposal on Amending the and Handling Industrial and Commercial Change Registration” and the “Proposal on Formulating and Amending Certain Internal Governance Systems of the Company,” with the aim of further optimizing the company’s governance structure and improving the level of standardized operation.

Breakdown of the Key Points of the Amendment to the Articles of Association

The main basis for this amendment to the “Articles of Association” is the latest regulatory requirements, such as the “Company Law of the People’s Republic of China (2023 Amendment)” and the “Corporate Governance Guidelines for Listed Companies (October 2025 Amendment),” combined with the company’s actual circumstances. Key revised contents include:

Adjustments to Core Clauses

• Shareholder Rights Solicitation Mechanism: Clarifies that shareholder rights solicitation must be conducted free of charge; solicitors must fully disclose necessary information. The company and the convener of the shareholders’ meeting may not set additional conditions for the solicitors, further safeguarding shareholders’ rights to exercise voting power.

• Director Election System: Refines the scope of application of cumulative voting. Clarifies that when the shareholders’ meeting elects two or more non-independent directors or independent directors, cumulative voting must be adopted, and requires disclosure of the vote counts for candidates.

• Director Qualification: Adds the prohibited circumstances under Article 178 of the Company Law to strengthen scrutiny of director qualifications. Clarifies that the nominating committee of the board of directors must review candidate qualifications and disclose its opinions.

• Director Duties and Liabilities: Adds specific requirements for directors’ duty of diligence, including content such as “treat all shareholders fairly and strengthen communication with investors.” Adds director resignation management clauses, requiring resigned directors to complete work handover and continue to fulfill uncompleted commitments.

• Board Operation Mechanism: Shortens the notice time for temporary board meetings from 5 days in advance to 3 days in advance to improve decision-making efficiency. Adds a directors’ liability insurance clause: after approval by the shareholders’ meeting, directors may be insured for their post-related liability insurance.

• Compensation and Incentive Mechanism: Adds a dedicated chapter on “Compensation and Incentives,” clarifying the establishment of a compensation mechanism linked to the company’s performance and individual performance. Director and senior management compensation plans must be formulated by the board’s compensation and performance evaluation committee. Director compensation is decided by the shareholders’ meeting and disclosed.

Update of Promoter Information

The announcement shows that the name of the company’s promoter, Shenzhen Redwoods & Hanchen Equity Investment Partnership Enterprise (Limited Partnership), has been changed to Shenzhen Hanchen Venture Capital Fund Partnership Enterprise (Limited Partnership), and the relevant industrial and commercial information has been updated in the Articles of Association accordingly.

Multiple Internal Governance Systems Improved in Parallel

To support the amendment to the Articles of Association, the company also formulated and amended nine internal governance systems. The specific details are as follows:

Among the above systems, 《Director and Senior Management Compensation Management System》《Rules of Procedure for Board Meetings》《Rules of Procedure for Shareholders’ Meetings》 and 《Working Rules for Independent Directors》 need to be submitted to the company’s 2025 annual shareholders’ meeting for deliberation. The company stated that the formulation and amendment of the relevant systems will further improve the company’s governance mechanism, enhance the level of standardized operations, and protect the legitimate rights and interests of the company and all shareholders.

The amendment to the Articles of Association and related adjustments to governance systems still need to be submitted to and approved by the company’s shareholders’ meeting. The final changes are subject to the approval results of the market supervision and administration department. The full text of the amended “Articles of Association” and related systems has been disclosed on the Shanghai Stock Exchange website.

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