Fujian Furi Electronics Co.Ltd(600203)
constitution
(Revised Version)
It was deliberated and adopted at the 12th extraordinary meeting of the seventh board of directors in 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares section I share issuance section II increase, decrease and repurchase of shares section III share transfer Chapter IV shareholders and general meeting of shareholders section I general provisions of general meeting of shareholders section III convening of general meeting of shareholders Section IV proposal and notice of general meeting of shareholders Section V convening of general meeting of shareholders section VI voting and resolution of general meeting of shareholders Chapter V party organization of the company Chapter VI board of directors section I directors section II board of directors Chapter VII president and other senior managers Chapter VIII board of supervisors section I supervisors section II board of supervisors Chapter IX Financial Accounting System Profit distribution and Audit Section 1 financial accounting system section 2 profit distribution section 3 internal audit Chapter 10 notice and announcement section 1 notice section 2 announcement Chapter 11 merger, division, capital increase, capital reduction, dissolution and liquidation section 1 merger, division, capital increase and capital reduction section 2 dissolution and liquidation Chapter 12 amendment of the articles of Association chapter 13 supplementary provisions
general provisions
Article 1 in order to safeguard the legitimate rights and interests of Fujian Furi Electronics Co.Ltd(600203) (hereinafter referred to as the company), shareholders and creditors, establish a modern state-owned enterprise system with Chinese characteristics and standardize the organization and behavior of the company. The 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 law of the people’s Republic of China on state owned assets of enterprises (hereinafter referred to as the law on state owned assets of enterprises), the articles of association of the Communist Party of China (hereinafter referred to as the party constitution), and relevant laws and regulations.
Article 2 the company is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the company law and other relevant provisions.
The company was established by public offering with the approval of Min Zhi Zhi Gu (98) Zi No. 09 document of Fujian Provincial People’s government; Registered with Fujian Administration for Industry and commerce, unified social credit Code: 91350000705101389r.
Article 3 the company issued 70 million ordinary shares in RMB to the public for the first time on April 19, 1999 with the approval of CSRC Zhengjian FA FA Zi (99) No. 41, and was listed on Shanghai Stock Exchange on May 14, 1999.
Article 4 registered name of the company:
(full Chinese name) Fujian Furi Electronics Co.Ltd(600203)
(full English name) Fujian Furi Electronics Co., Ltd
Article 5 company domicile: innovation building, Kuai’an Avenue, science and Technology Park, Fuzhou Development Zone
Postal Code: 350015
Article 6 the registered capital of the company is RMB 592 million nine hundred and eighty-eight thousand and eighty-two.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 according to the provisions of the party constitution, the company establishes the organization of the Communist Party of China to carry out party activities. The party organization plays the role of leadership core and political core to ensure the direction, overall situation and implementation. The company shall establish the working organization of the party and allocate sufficient party affairs staff to ensure the working funds of the party organization.
Article 11 from the effective date, the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and a legally binding document for the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, and shareholders can sue directors, supervisors, President and other senior managers of the company. Shareholders may sue the company, and the company may sue shareholders, directors, supervisors, President and other senior managers.
Article 12 The term “other senior managers” as mentioned in the articles of association refers to the company’s vice president, Secretary of the board of directors, chief financial officer and other personnel recognized by the company’s board of directors.
Chapter II business purpose and scope
Article 13 the company’s business purpose: abide by national laws, regulations and relevant provisions, make full use of the good business mechanism and industry advantages of joint-stock enterprises, and vigorously develop the electronic information industry. In the best way of resource allocation, obtain economic benefits through legal competition, pursue social benefits, make every effort for social prosperity and satisfactory return on investment for shareholders. Article 14 after being registered according to law, the business scope of the company is:
Display devices, light emitting diodes, lighting fixtures, electric light source parts, communication terminal equipment, photovoltaic equipment and components, intelligent control system, batteries, optical instruments, televisions, visual doorbell intercom equipment, large screen electronic display system, public information automatic service system, refrigeration and air conditioning equipment, slide and projection equipment, household kitchen appliances, R & D and manufacturing of household clean and sanitary appliances, gas and liquid separation and purification equipment, gas, Cecep Solar Energy Co.Ltd(000591) and similar energy household appliances; Engineering design service of display device project; Monitoring system engineering installation service; Electronic and intelligent engineering, urban and road lighting engineering, lighting engineering design, building electromechanical installation engineering, power engineering design and construction; Assembly and sales of high and low voltage switchgear, wholesale and retail of fire fighting equipment and automatic instruments and meters; House leasing; Energy saving technology promotion services; Information technology consulting services; Foreign trade; Sales of integrated circuits, semiconductor discrete devices, mechanical equipment, electronic products, hardware products, coal and products, non-metallic minerals and products, metals and metal minerals, building materials, textiles, clothing and household products, fuel oil, rubber products and furniture; Repair of communication equipment; Repair of household appliances; Software development; Contract energy management (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the initiator of the company is Fujian Furi Group Co., Ltd. on April 19, 1999, Fujian Furi Group Co., Ltd. invested part of its assets, land use rights and its rights and interests in Fujian Hitachi TV Co., Ltd., Fujian Fuqiang precision printed circuit board Co., Ltd. and Fujian Fushun Microelectronics Co., Ltd, The number of shares subscribed for is 186.4 million.
Article 20 the total number of shares of the company is 592988082, all of which are ordinary shares. Article 21 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 22 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways through resolutions made by the general meeting of shareholders:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 23 the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures specified in the articles of association.
Article 24 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
（1） Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） A shareholder requests the company to purchase its shares due to his objection to the resolution on merger or division of the company made by the general meeting of shareholders.
（5） Converting shares into convertible corporate bonds issued by listed companies; （6） It is necessary for a listed company to safeguard its value and shareholders’ rights and interests.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 25 a company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of Article 24 of the articles of association, it shall be carried out through public centralized trading. Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association, it shall be resolved by the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (3), (5) and (6) of Article 24 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with Article 24 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of items (3), (5) and (6), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares of the company within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 32 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold; （2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
（5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 34 Where a shareholder requests to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company, and the company shall provide it at the request of the shareholder after verifying the identity of the shareholder.
Article 35 Where the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 36 Where a director or senior manager violates laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, he shall hold shares alone or jointly for more than 180 consecutive days
