Guangdong Fuxin Technology Co.Ltd(688662) articles of Association
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 share issuance Section 2 increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders Section II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders 20 Chapter V board of Directors Section 1 Directors Section 2 board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors 38 Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system Section II Internal Audit Section III appointment of accounting firm Chapter IX notices and announcements Section I notice Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-five
Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 48 Chapter XII Supplementary Provisions forty-nine
Guangdong Fuxin Technology Co.Ltd(688662) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Guangdong Fuxin Technology Co.Ltd(688662) (hereinafter referred to as “the company” or “the company”), the shareholders and creditors of the company 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 securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidelines for the articles of association of listed companies (revised in 2022), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions.
Article 2 the company is a joint stock limited company established in the form of initiation and overall change in accordance with the company law, the provisions on Several Issues concerning the establishment of foreign invested joint stock limited companies and other relevant provisions and approved by the Department of foreign trade and economic cooperation of Guangdong Province in the form of Yue Wai Jing Mao Zi [2012] No. 613 document. The company was registered with Shunde District market supervision and Administration Bureau of Foshan City and obtained a business license. Unified social credit Code: 9144060675109268xw.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on February 24, 2021, the company issued 22.06 million RMB ordinary shares to the public for the first time, and was listed on Shanghai Stock Exchange on April 1, 2021.
Article 4 the company name is as follows:
Chinese registered name: Guangdong Fuxin Technology Co.Ltd(688662) ;
English Name: Guangdong Fuxin Technology Co., Ltd
Article 5 The domicile of the company is No. 20, Keyuan Third Road, Shunde high tech Zone (Ronggui), Foshan City; The postal code is 528306.
Article 6 the registered capital of the company is RMB eighty-eight million two hundred and forty thousand yuan, 88.24 million yuan in figures.
Article 7 the company is a joint stock limited company (invested and listed in Hong Kong, Macao and Taiwan).
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 the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 from the effective date, the articles of association 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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of Finance appointed by the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to develop first-class semiconductor thermoelectric materials and semiconductor thermoelectric technology; Adhere to the principle that “the bank is gold” and become bigger and stronger; Through the continuous improvement of talents, technology and management, build the world’s most powerful thermoelectric industry base and the world’s first brand of thermoelectric semiconductor, make China’s thermoelectric go to the world and revitalize national industry; Adhering to the values of “consensus, CO creation, win-win and sharing”, we will form a community of interests for customers, employees and partners to develop and forge ahead together and create a better life.
Article 14 after registration according to law, the business scope of the company is: R & D, production and operation of semiconductor thermoelectric materials, thermoelectric components, thermoelectric systems, semiconductor thermoelectric technology application products (semiconductor refrigeration / heating products), thermoelectric conversion energy products, electronic products and their accessories, and medical devices (operated with a valid license); Semiconductor thermoelectric technology service and output.
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 principle of fairness and impartiality, and each share of the same type 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; The shares subscribed by any unit or individual shall be paid the same price 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 based on the audited net assets of Guangdong Fuxin Electronic Technology Co., Ltd. as of April 30, 2012, the company was established by 24 promoters such as Liu Fulin and Liu Fukun according to the original contribution ratio according to the share conversion ratio of 2.62:1. At the time of establishment, the total share capital of the company was 62.88 million shares.
The number of shares subscribed by the promoters and each promoter and their proportion in the total share capital of the company are as follows:
Number of shares subscribed by promoters contribution amount (yuan) contribution proportion (shares) (%)
Liu Fulin 2013421432.02
Liu Fukun 1454235623.13
Wen Yaosheng 18921843.01
Fu Jinping 10196461.62
He Youkang 10155821.61
Guan qingduan 7641951.21
Zhang Jiansheng 7072507072501.12
Liang Yisheng 5501460.87
He Yulan 5398320.86
Xu Genhua 6288001.00
Liang Yaohui 3644510.58
Yan Limin 3944800.63
Liang Jingxin 3 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 8
Vermilion 1791730.28
Lei Kuner 2552052552050.41
Chen liansen 1612931612930.26
Liang Youming 1000000.16
Deng Shiying 2549100.41
Guan Xiaomin 1419120.23
Xiao Lin 703710.11
Dongsheng International Development Co., Ltd. 301824030182404.80
Number of shares subscribed by promoters contribution amount (yuan) contribution proportion
(shares) (%)
Liansheng Investment Co., Ltd. 6288 Chengdu Hi-Tech Development Co.Ltd(000628) 800010.00
Chuofeng Investment Co., Ltd. 6413760641376010.20
Shanghai Tianyi Industrial Holding Group Co., Ltd
(former Shanghai Tianyi investment (Group) Co., Ltd. 3144005.00)
Total 6288 Shenzhen Huaqiang Industry Co.Ltd(000062) 88 Shenzhen Ecobeauty Co.Ltd(000010) 0.00
Article 20 the total number of shares of the company is 88.24 million, all of which are ordinary shares with a par value of RMB 1 per share. Article 21 the company or its subsidiaries (including the company’s 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:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) 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 stipulated in the articles of association.
Article 24 the company shall not purchase its own shares. However, except under any of the following circumstances:
(I) reduce the registered capital of the company
