Xiamen Fara Electronics Co., Ltd constitution August 2012 Articles of Association of Xiamen Fara Electronics Co., Ltd catalog Chapter I General Provisions Chapter II Business Purpose and Scope Chapter III Shares Section 1 Share Issuance Section II Increase, Decrease and Repurchase of Shares Section 3 Share Transfer Chapter IV Shareholders and Shareholders' Meeting Section 1 Shareholders Section 2 General Provisions of the General Meeting of Shareholders Section 3 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 Chapter V Board of Directors Section I Directors Section II Board of Directors Chapter VI General Manager and Other Senior Managers Chapter VII Board of Supervisors Section I Supervisors Section II Board of Supervisors Chapter VIII Financial and Accounting System, Profit Distribution and Audit Section I Financial and Accounting System Articles of Association of Xiamen Fara Electronics Co., Ltd Section II Internal Audit Section 3 Appointment of Accounting Firms Chapter IX Notice and Announcement Section I Notice Section 2 Announcement Chapter X Merger, Division, Capital Increase, Capital Reduction, Dissolution and Liquidation Section 1 Merger, Division, Capital Increase and Capital Reduction Section 2 Dissolution and Liquidation Chapter XI Amendment of the Articles of Association Chapter XII Supplementary Provisions Articles of Association of Xiamen Fara Electronics Co., Ltd Chapter I General Provisions Article 1 In order to protect Xiamen Fara Electronics Co., Ltd. (hereinafter referred to as "the Company"), shareholders And the legitimate rights and interests of creditors, standardize the organization and behavior of the company Law of the People's Republic of China (hereinafter referred to as the Company Law), Securities Law of the People's Republic of China (hereinafter referred to as the Securities Law) These Articles of Association are formulated together with other relevant provisions. Article 2 The Company is established under the economic system of Xiamen City in accordance with the Company Law and other relevant regulations The Reply of the Reform Commission on Approving the Establishment of Xiamen Fara Electronics Co., Ltd. and Xiamen Fara Electronics Co., Ltd Approval of Xiamen Municipal People's Government on Confirmation of Xiamen Fara Electronics Co., Ltd A joint stock limited company established by means of promotion upon approval of the Reply. The company's industrial and commercial administration in Xiamen It was registered by the State Administration of Taxation and obtained the Business License for Enterprise Legal Person (registration number: 3502001000181). Article 3 The Company was approved by the China Securities Regulatory Commission on November 25, 2002, The company issued 50 million ordinary shares in RMB to the public for the first time on December 10, 2002 Listed on the Shanghai Stock Exchange. Article 4 Registered name of the company: Chinese name: Xiamen Fara Electronics Co., Ltd English name: XIAMEN FARATRONIC CO., LTD Article 5 Domicile of the Company: No. 99, Xinyuan Road, Haicang District, Xiamen, Fujian Postal code: 361022 Article 6 The registered capital of the Company is 225 million yuan. Article 7 The Company is a permanent joint stock limited company. Article 8 The chairman of the board of directors is the legal representative of the company. Article 9 All the assets of the company are divided into equal shares, and the shareholders are limited to the shares they have subscribed for The company is responsible, and the company is responsible for its debts with all its assets. Article 10 The Articles of Association of the Company shall, as of the effective date, standardize the organization and behavior of the Company The legally binding documents on the rights and obligations between the Company and its shareholders and between shareholders The legally binding documents of the company, shareholders, directors, supervisors and senior managers. Basis In the Articles of Association, shareholders can sue shareholders, and shareholders can sue the company's directors, supervisors, general manager and others Articles of Association of Xiamen Fara Electronics Co., Ltd Senior managers, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager Managers and other senior management personnel. Article 11 Other senior managers mentioned in the Articles of Association refer to the deputy general manager and directors of the Company Secretary and financial director. Chapter II Business Purpose and Scope Article 12 The business purpose of the company is to follow the market and national industrial policies and pursue To maximize benefits, adopt advanced technology, organize specialized mass production, and enhance the technology of enterprises Innovation ability, realize the fundamental transformation of the operating mechanism and economic growth mode, and create high efficiency and efficiency It is a world-class enterprise with high technology. Article 13 After being registered according to law, the business scope of the company: 1. Film capacitors and their metallization Manufacturing of coating materials; 2. Research and develop various types of high-tech electronic basic components and related Accessories; High-tech transfer; 3. Wholesale of mechanical and electronic equipment, general merchandise, textiles, hardware Jiaodian Chemical, building materials, arts and crafts (excluding gold and silver jewelry); 4. Mechanical and electrical products, light industry Import, export and agency business of industrial products and chemical products; The export and production needs of our own products Import of materials; Processing trade business. Chapter III Shares Section 1 Share Issuance Article 14 The shares of the Company shall be in the form of shares. Article 15 The issuance of shares of the Company shall follow the principles of openness, fairness and impartiality Each share of shall have equal rights. For shares of the same class issued at the same time, the conditions and price of each share shall be the same; Any unit Or for the shares subscribed by individuals, the same price shall be paid for each share. Article 16 The par value of the shares issued by the Company shall be indicated in RMB. Article 17 The shares issued by the Company shall be centralized in China Securities Depository and Clearing Corporation Limited Depository. Articles of Association of Xiamen Fara Electronics Co., Ltd Article 18 The sponsors of the company are Xiamen Fara Development Corporation and Xiamen Zhuzheng Development Co., Ltd Company, Xiamen Guangde Electronics Co., Ltd., Xiamen Xiangyu Taijin Electronics Co., Ltd., Xiamen Fara Develop the labor union of the head office; The number of shares subscribed is 64000000, 4000000, 1000000 1000000 and 30000000 shares; Way of contribution: Xiamen Fara Development Corporation, Xiamen Zhuzheng Development Co., Ltd. is invested with operational assets, Xiamen Guangde Electronics Co., Ltd., Xiamen Xiangyutai The labor union of Jin Electronics Co., Ltd. and Xiamen Fara Development Corporation contributed in currency; Date of contribution: 1998 November 30. The initiator of the company is the Labor Union of Xiamen Fara Development Corporation and Xiamen Xiangyu Taijin Electronics Co., Ltd The shares held by him have been transferred according to law. Article 19 The total number of shares of the Company is 225000000, all of which are ordinary shares. Article 20 The Company or its subsidiaries (including its subsidiaries) shall not make gifts or advances Provide any guarantee, compensation or loan to the person who purchases or intends to purchase the shares of the company support. Section II Increase, Decrease and Repurchase of Shares Article 21 The Company shall, according to the needs of operation and development and the provisions of laws and regulations, The following methods can be adopted to increase capital after the shareholders' meeting makes a resolution respectively: （1） Public offering of shares; （2） Non-public offering of shares; （3） Distributing bonus shares to existing shareholders; （4） Increase of share capital from accumulation fund; （5） Other methods approved by laws, administrative regulations and the CSRC. Article 22 The Company may reduce its registered capital. The Company shall reduce its registered capital in accordance with The procedures stipulated in the Company Law and other relevant regulations and the Articles of Association. Article 23 The Company may, under the following circumstances, comply with laws, administrative regulations and departmental rules To purchase shares of the Company in accordance with the provisions of the Chapter and the Articles of Association: （1） Reduce the registered capital of the Company; （2） Merger with other companies holding shares of the Company; （3） Award shares to employees of the Company; Articles of Association of Xiamen Fara Electronics Co., Ltd （4） The shareholders demand the Company to adopt a resolution on merger and division made by the General Meeting of Shareholders Buying its shares. Except for the above circumstances, the Company will not purchase or sell its shares. Article 24 The Company may choose one of the following ways to purchase its own shares: （1） Centralized bidding trading mode of the stock exchange; （2） Offer method; （3） Other methods approved by the CSRC. Article 25 The Company receives the payment due to the reasons in Items (1) to (3) of Article 23 of the Articles of Association The purchase of shares of the Company shall be subject to the resolution of the general meeting of shareholders. The Company acquires the capital in accordance with Article 23 After the shares of the company are purchased, if they fall under the circumstance of Item (1), they shall be cancelled within 10 days from the date of purchase; belong to In the case of (2) and (4), the transfer or cancellation shall be made within 6 months. The shares of the Company purchased by the Company in accordance with Item (3) of Article 23 shall not exceed that of the Company 5% of the total issued shares of the Company; The funds used for acquisition shall be disbursed from the company's after tax profits; The shares purchased shall be transferred to employees within one year. Section 3 Share Transfer Article 26 The shares of the Company may be transferred according to law. Article 27 The Company does not accept its shares as the subject of pledge. Article 28 The shares of the Company held by the promoters shall not be May be transferred. The shares issued before the public offering of shares by the company It shall not be transferred within one year from the date of market transaction. Directors, supervisors and senior managers of the Company shall declare their shares of the Company to the Company The number of shares transferred each year during his tenure shall not exceed the number of shares held by him 25% of the total number of copies; The shares held by the Company shall not be transferred within one year from the date of listing and trading of the Company's shares. The above personnel shall not transfer their shares of the Company within half a year after their resignation. Article 29 Directors, supervisors, senior managers of the Company who hold 5% of the shares of the Company Shareholders of the Company who sell their shares of the Company within 6 months after buying, or 6 months after selling Buy again within months, the income from this will belong to the company, and the board of directors of the company will take back its income profit. However, the securities company holds more than 5% of the shares due to the purchase of the remaining after-sales stocks through exclusive sale. sell Articles of Association of Xiamen Fara Electronics Co., Ltd The stock issue is not subject to the 6-month time limit. If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement that 's ok. If the Board of Directors of the Company fails to execute within the above time limit, the shareholders have the right to Directly to the people's court. If the board of directors of the company fails to comply with the provisions of the first paragraph, the responsible director shall bear the liability of With responsibility. Chapter IV Shareholders and Shareholders' Meeting Section 1 Shareholders Article 30 The Company shall establish a register of shareholders based on the vouchers provided by the securities registration authority The register is sufficient evidence to prove that shareholders hold shares of the company. Shareholders are entitled to Rights and obligations; Shareholders holding the same kind of shares enjoy the same rights and bear the same meaning Business. Article 31 The Company's holding of shareholders' meeting, distribution of dividends, liquidation and other necessary matters When subscribing to the shareholder's identity, the board of directors or the convener of the shareholders' meeting shall determine the equity registration date The shareholders registered after the closing of the market on the registration date are the shareholders who enjoy the relevant rights and interests. Article 32 The shareholders of the Company shall enjoy the following rights: （1） Obtain dividends and other forms of profit distribution according to the shares held by them; （2） To request, convene, preside over, attend or appoint a shareholder's agent to attend the shareholders' meeting according to law, And exercise corresponding voting rights; （3） Supervise the operation of the company and put forward suggestions or inquiries; （4） Transferring, donating or pledging their holdings in accordance with laws, administrative regulations and the Articles of Association Shares of; （5） Review the Articles of Association, register of shareholders, corporate bond stubs, minutes of shareholders' meeting, directors Resolutions of the board meeting, the board of supervisors meeting, and financial and accounting reports; （6） In case of termination or liquidation of the Company, participate in the remaining assets of the Company according to the shares they hold Distribution of; （7） Shareholders who dissent from the resolution on merger and division of the company made by the general meeting of shareholders require the company Articles of Association of Xiamen Fara Electronics Co., Ltd Acquire its shares; （8） Other rights stipulated by laws, administrative regulations, departmental rules or the Articles of Association. Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, it shall Provide the company with written documents certifying the type and number of shares held by the company Verify the identity of the shareholders and provide them as required by the shareholders. Article 34 Where the resolution of the general meeting of shareholders or the board of directors violates laws and administrative regulations, The shareholders have the right to request the people's court to determine the invalidity. The convening procedure and voting method of the General Meeting of Shareholders and the Board of Directors violate laws, administrative regulations or In case of violation of the Articles of Association or the content of the resolution in violation of the Articles of Association, the shareholders have the right to make the resolution within 60 days from the date of making the resolution And request the people's court to revoke it. Article 35 Directors and senior managers violate laws and administrative laws when performing their duties If losses are caused to the company according to regulations or the Articles of Association, it shall be held separately or jointly for more than 180 consecutive days Shareholders with more than 1% of the company's shares have the right to request the board of supervisors to file a lawsuit in the people's court in writing; supervisor Violation of laws, administrative regulations or the Articles of Association when performing duties of the Company, causing losses to the Company The shareholders may request the board of directors in writing to bring a lawsuit to the people's court. The board of supervisors or the board of directors refuses to bring a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or Failure to file a lawsuit within 30 days from the date of receipt of the request, or failure to file a lawsuit immediately in case of emergency will If it will cause irreparable damage to the company's interests, the shareholders specified in the preceding paragraph have the right to do so for the company's interests Yi brings a lawsuit directly to the people's court in his own name. If others infringe upon the legitimate rights and interests of the company and cause losses to the company, the shareholders specified in the first paragraph of this article A lawsuit may be brought in a people's court in accordance with the provisions of the preceding two paragraphs. Article 36 Directors and senior managers who violate laws, administrative regulations or the Articles of Association According to the regulations, if the interests of shareholders are damaged, shareholders can bring a lawsuit to the people's court. Article 37 The shareholders of the Company shall undertake the following obligations: （1） Abide by laws, administrative regulations and the Articles of Association; （2） Pay the share capital according to the shares subscribed and the way of subscription; （3） Except for the circumstances stipulated by laws and regulations, the shares shall not be withdrawn; （4） Do not abuse the rights of shareholders to damage the interests of the Company or other shareholders; Do not abuse the company The independent status of legal person and the limited liability of shareholders damage the interests of creditors of the company; （5） Other obligations required by laws, administrative regulations and the Articles of Association. Articles of Association of Xiamen Fara Electronics Co., Ltd Where a shareholder of a company abuses his/her rights and causes losses to the company or other shareholders, he/she shall bear Be liable for compensation. The shareholders of the company abused the independent status of the company as a legal person and the limited liability of shareholders, evaded debts, and seriously damaged If it harms the interests of the creditors of the company, it shall be jointly and severally liable for the debts of the company. Article 38 Shareholders who hold more than 5% of the voting shares of the company will In case of pledge, a written report shall be made to the Company on the day when the fact occurs. Article 39 The controlling shareholders and actual controllers of the Company shall not make use of their associated relationships to damage Harm the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation. The controlling shareholders and actual controllers of the Company are honest to the Company and its public shareholders Business. The controlling shareholders shall strictly exercise the rights of the investors in accordance with the law, and shall not use profit distribution Damage to the company and public shares by means of asset restructuring, foreign investment, capital occupation, loan guarantee, etc The legitimate rights and interests of shareholders shall not be used to damage the interests of the Company and the shareholders of public shares. Section 2 General Provisions of the General Meeting of Shareholders Article 40 The General Meeting of Shareholders is the authority of the Company, and shall exercise the following functions and powers according to law: （1） Decide on the company's business policy and investment plan; （2） Elect and replace directors and supervisors who are not staff representatives, and decide on relevant directors and supervisors Matters of remuneration; （3） Review and approve the report of the Board of Directors; （4） Review and approve the report of the Board of Supervisors; （5） Deliberate and approve the Company's annual financial budget plans and final accounting plans; （6） Deliberate and approve the Company's profit distribution plans and loss recovery plans; （7） Make resolutions on the increase or decrease of the Company's registered capital; （8） Make resolutions on the issuance of corporate bonds; （9） Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the Company; （10） Amend the Articles of Association; （11） Make resolutions on the employment and dismissal of accounting firms by the Company; （12） Deliberate and approve the guarantee matters specified in Article 41; （13） Review that the company's purchase and sale of major assets within one year exceed the company's latest review Articles of Association of Xiamen Fara Electronics Co., Ltd 30% of total assets; （14） Deliberate and approve the change of the use of raised funds; （15） Deliberate the equity incentive plan; （16） The review of laws, administrative regulations, departmental rules or the Articles of Association shall be conducted by the General Meeting of Shareholders Other matters decided. Article 41 The following external guarantees of the Company shall be reviewed and approved by the general meeting of shareholders: （1） The total amount of external guarantees of the Company and its holding subsidiaries reaches or exceeds the latest one Any guarantee provided after 50% of the audited net assets; （2） The total amount of external guarantees of the company reaches or exceeds 30% of the total assets audited in the latest period Any guarantee provided later; （3） Guarantee provided for guarantee objects with asset liability ratio exceeding 70%; （4） The amount of a single guarantee exceeds 10% of the latest audited net assets; （5） Guarantee provided to shareholders, actual controllers and their related parties. Article 42 The shareholders' meeting is divided into annual shareholders' meeting and extraordinary shareholders' meeting. Annual shareholders The general meeting shall be held once a year, and shall be held within 6 months after the end of the previous fiscal year. Article 43 Under any of the following circumstances, the Company shall, within 2 months from the date of occurrence To convene an extraordinary general meeting of shareholders: （1） The number of directors is less than two-thirds of the number of directors specified in the Articles of Association; （2） The company's unrecovered losses reach 1/3 of the total paid in capital; （3） At the request of shareholders who individually or jointly hold more than 10% of the company's shares; （4） When the Board of Directors deems it necessary; （5） When the Board of Supervisors proposes to convene the meeting; （6） Other circumstances stipulated by laws, administrative regulations, departmental rules or the Articles of Association. Article 44 The place where the Company holds the general meeting of shareholders is the domicile of the Company. The General Meeting of Shareholders shall be held in the form of on-site meeting. According to the strength of laws and administrative regulations Institutional provisions or mandatory regulatory documents published by the CSRC and Shanghai Stock Exchange shall In case of providing convenience for shareholders to attend the general meeting of shareholders through network or other means, the regulations shall be followed If a shareholder attends the general meeting of shareholders in such a way, it shall be deemed to be present. Article 45 The Company will hire lawyers to issue laws on the following issues when convening the general meeting of shareholders Comments and announcement: Articles of Association of Xiamen Fara Electronics Co., Ltd （1） Whether the convening and holding procedures of the meeting comply with laws, administrative regulations and the Articles of Association; （2） Whether the qualifications of the attendees and the convener are legal and valid; （3） Whether the voting procedures and results of the meeting are legal and valid; （4） Legal opinions on other relevant issues issued at the request of the company. Section 3 Convening of the General Meeting of Shareholders Article 46 Independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. Independent The board of directors shall, in accordance with the laws, administrative regulations and the present According to the provisions of the Articles of Association, within 10 days after receiving the proposal, it is proposed to agree or disagree to convene an extraordinary general meeting of shareholders Written feedback. If the Board of Directors agrees to convene an extraordinary general meeting of shareholders, it will issue a notice within 5 days after the resolution of the Board of Directors is made Give notice of convening the general meeting of shareholders; If the Board of Directors does not agree to convene an extraordinary general meeting of shareholders, the reasons will be explained And make an announcement. Article 47 The board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, and shall It shall be submitted to the Board of Directors in writing. The Board of Directors shall, in accordance with laws, administrative regulations and the Articles of Association, Give written feedback on whether to agree or disagree to convene the extraordinary general meeting within 10 days after receiving the proposal See. If the Board of Directors agrees to convene an extraordinary general meeting of shareholders, it will issue a notice within 5 days after the resolution of the Board of Directors is made The notice of convening the general meeting of shareholders shall be issued, and any change to the original proposal in the notice shall be approved by the Board of Supervisors. The Board of Directors did not agree to hold an extraordinary general meeting of shareholders, or did not make a counter proposal within 10 days after receiving the proposal In case of feedback, it shall be deemed that the Board of Directors is unable or fails to perform the duty of convening the shareholders' meeting, and the Board of Supervisors may To convene and preside over by oneself. Article 48 Shareholders who individually or jointly hold more than 10% of the company's shares have the right to The meeting shall request the convening of an extraordinary general meeting of shareholders and submit it to the board of directors in writing. The Board of Directors shall According to the provisions of laws, administrative regulations and the Articles of Association, within 10 days after receiving the request, consent or no Agree to hold the written feedback of the extraordinary general meeting of shareholders. If the Board of Directors agrees to convene an extraordinary general meeting of shareholders, it shall, within 5 days after the resolution of the Board of Directors is made Send the notice of convening the general meeting of shareholders, and the change of the original request in the notice shall be approved by the relevant shareholders agree! Articles of Association of Xiamen Fara Electronics Co., Ltd The Board of Directors does not agree to convene an extraordinary general meeting of shareholders, or does not make a counter proposal within 10 days after receiving the request The shareholders who individually or jointly hold more than 10% of the company's shares have the right to propose to the Board of Supervisors to hold a temporary meeting And shall submit a request in writing to the Board of Supervisors. If the Board of Supervisors agrees to convene an extraordinary general meeting of shareholders, it shall send a request to convene shareholders within 5 days after receiving the request The notice of the meeting and any change to the original proposal in the notice shall be approved by the relevant shareholders. If the Board of Supervisors fails to issue the notice of the General Meeting of Shareholders within the prescribed time limit, it shall be deemed that the Board of Supervisors does not convene and preside over the meeting At the general meeting of shareholders, shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days may Self convene and preside over. Article 49 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they must notify the directors in writing At the same time, it shall be filed with the local agency of the CSRC where the company is located and the Shanghai Stock Exchange. Before the resolution of the general meeting of shareholders is announced, the shareholding ratio of the convening shareholders shall not be less than 10%. The convening shareholders shall, when issuing the notice of the shareholders' meeting and the announcement of the resolution of the shareholders' meeting The local offices of the CSRC and the Shanghai Stock Exchange shall submit relevant certification materials. Article 50 For the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the board of directors The secretary shall cooperate. The board of directors shall provide the register of shareholders on the equity registration date. Article 51 Expenses necessary for the shareholders' meeting convened by the board of supervisors or shareholders Undertaken by the company. Section IV Proposal and Notice of the General Meeting of Shareholders Article 52 The content of the proposal shall fall within the scope of the functions and powers of the general meeting of shareholders, with clear topics and Specific matters to be resolved shall comply with relevant provisions of laws, administrative regulations and the Articles of Association. Article 53 The Company shall convene the general meeting of shareholders, the board of directors, the board of supervisors, and separate or combined Shareholders holding more than 3% of the company's shares have the right to submit proposals to the company. Shareholders who individually or jointly hold more than 3% of the company's shares can hold the general meeting of shareholders for 10 days The temporary proposal shall be submitted to the convener in writing. The convener shall send the proposal within 2 days after receiving it The supplementary notice of the general meeting of shareholders shall announce the contents of the temporary proposal. Except for the circumstances specified in the preceding paragraph, the convener shall not modify the notice of the general meeting of shareholders after issuing the notice Proposals listed or new proposals added in the notice of the general meeting of shareholders. For proposals not listed in the notice of the shareholders' meeting or not in conformity with Article 52 of the Articles of Association Articles of Association of Xiamen Fara Electronics Co., Ltd The General Assembly shall not vote or make resolutions. Article 54 The convener shall hold an extraordinary general meeting 20 days before the annual general meeting of shareholders The shareholders shall be notified by announcement 15 days before the meeting. Article 55 The notice of the general meeting of shareholders shall include the following contents: （1） Time, place and duration of the meeting; （2） Matters and proposals submitted to the meeting for consideration; （3） It shall be clearly stated that all shareholders have the right to attend the general meeting of shareholders and may appoint in writing To entrust a proxy to attend the meeting and vote, and the proxy need not be a shareholder of the Company; （4） Equity registration date of shareholders who are entitled to attend the general meeting of shareholders; （5） Name and telephone number of the permanent contact person for conference affairs. Article 56 Where the shareholders' meeting intends to discuss the election of directors and supervisors, the shareholders' meeting shall notify The detailed information of candidates for directors and supervisors shall be fully disclosed in, at least including the following contents: （1） Education background, work experience, part-time job and other personal information; （2） Whether there is associated relationship with the Company or its controlling shareholders and actual controllers; （3） Disclose the number of shares held by the Company; （4） Whether they have been punished by the CSRC and other relevant departments and the stock exchange. In addition to adopting the cumulative voting system to elect directors and supervisors, each director and supervisor candidate shall Single proposal is put forward. Article 57 After the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or Cancellation: the proposal listed in the notice of the general meeting of shareholders shall not be cancelled. In case of delay or cancellation, The convener shall make a public announcement and explain the reasons at least 2 working days before the originally scheduled date. Section V Convening of the General Meeting of Shareholders Article 58 The Board of Directors and other conveners of the Company will take necessary measures to ensure shareholders Normal order of the General Assembly. Interference with the shareholders' meeting, provocation and infringement of the legitimate rights and interests of shareholders Therefore, measures should be taken to stop it and timely report to relevant departments for investigation and punishment. Article 59 All shareholders registered on the equity registration date or their entrusted agents shall Have the right to attend the general meeting of shareholders. And exercise voting rights in accordance with relevant laws, regulations and the Articles of Association. A shareholder may attend the general meeting of shareholders in person or entrust a proxy to attend and vote on his behalf. Articles of Association of Xiamen Fara Electronics Co., Ltd Article 60 If a natural person shareholder attends the meeting in person, he/she shall present his/her ID card or other information Valid certificates or certificates and stock account cards sufficient to indicate their identity; Where an agent is entrusted to attend the meeting The valid identity certificates of the trustor and the trustee, the trustor's stock account card and the written authorization shall be presented Power of Attorney. The legal representative or the agent entrusted by the legal representative shall attend the meeting. method If the legal representative attends the meeting, he/she shall show his/her ID card, which can prove that he/she has legal representative status Valid certificates of qualification; If an agent is entrusted to attend the meeting, the agent shall show his/her ID card The written power of attorney issued by the legal representative of the legal person shareholder unit according to law. Article 61 The power of attorney issued by shareholders to entrust others to attend the shareholders' meeting shall contain Specify the following: （1） The name of the agent; （2） Whether it has the right to vote; （3） Vote in favor of, against or abstain from voting on each item on the agenda of the shareholders' meeting Instructions; （4） Issuing date and validity period of the power of attorney; （5） Signature (or seal) of the client. If the client is a legal person shareholder, it shall be stamped with the seal of the legal person Chapter. Article 62 The power of attorney shall indicate that if the shareholder does not give specific instructions, the shareholder's agent is You can vote as you wish. Article 63 If the power of attorney for proxy voting is signed by another person authorized by the principal, the principal shall sign it The power of attorney or other authorization documents shall be notarized. Notarized power of attorney or other authorization The documents and the power of attorney for voting proxy shall be kept at the company's residence or specified in the notice convening the meeting other place. If the trustor is a legal person, the legal representative or the board of directors, or the The person authorized by the decision-making body shall attend the general meeting of shareholders of the Company as a representative. Article 64 The company shall be responsible for making the meeting register of the attendees. Meeting registration The register shall specify the names (or company names), ID card numbers, domiciles, and holding forms of shareholders attending the meeting The number of shares, the name of the agent, etc. Article 65 The convener and the lawyer employed by the company will provide To jointly verify the legitimacy of shareholders' qualifications and register the names of shareholders Articles of Association of Xiamen Fara Electronics Co., Ltd And the number of voting shares it holds. Shareholders and proxies attending the meeting announced by the chairman of the meeting The registration of the meeting shall be terminated before the number of managers and the total number of voting shares held. Article 66 When the general meeting of shareholders is held, all directors, supervisors and secretary of the board of directors of the company shall When attending the meeting, the General Manager and other senior managers shall attend the meeting as nonvoting delegates. Article 67 The general meeting of shareholders shall be presided over by the chairman of the board of directors. The chairman is unable or fails to perform his duties When holding the post, the vice chairman (if the company has two or more vice chairmen, more than half of the directors The vice chairman of the board of directors jointly elected shall preside over the meeting, and the vice chairman of the board of directors cannot or does not perform his duties A director jointly recommended by more than half of the directors shall preside over the meeting. The general meeting of shareholders convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. The chairman of the board of supervisors cannot perform When performing or failing to perform duties, the Vice Chairman of the Board of Supervisors shall preside over the meeting, and the Vice Chairman of the Board of Supervisors shall not perform his duties Or if they fail to perform their duties, a supervisor jointly recommended by more than half of the supervisors shall preside over the meeting. The general meeting of shareholders convened by the shareholders themselves shall be presided over by the representative elected by the convener. When the general meeting of shareholders is held, the chairman of the meeting violates the rules of procedure, making it impossible to continue the general meeting of shareholders With the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect People served as the meeting chairperson and continued the meeting. Article 68 The Company shall formulate the rules of procedure for the general meeting of shareholders and specify the convening of the general meeting of shareholders in detail And voting procedures, including notification, registration, consideration of proposals, voting, counting of votes, and declaration of voting results The formation of the resolution of the meeting, the minutes of the meeting and its signing, announcement and other contents, as well as the impact of the general meeting of shareholders on The authorization principle of the Board of Directors shall be clear and specific. The rules of procedure of the general meeting of shareholders shall serve as this chapter The appendix of the program shall be drafted by the Board of Directors and approved by the General Meeting of Shareholders. Article 69 At the annual general meeting of shareholders, the board of directors and the board of supervisors shall And report to the shareholders' meeting. Each independent director shall also make a work report. Article 70 Directors, supervisors and senior managers shall, at the shareholders' meeting Explanations and explanations shall be given to the inquiries and suggestions. Article 71 The presider of the meeting shall announce the shareholders and proxies present at the meeting before voting Number of managers and total number of voting shares held, number of shareholders and proxies attending the meeting And the total number of voting shares held shall be subject to the registration of the meeting. Article 72 The shareholders' meeting shall have minutes, which shall be in the charge of the secretary of the board of directors. minutes of the meeting Record the following contents: （1） Time, place, agenda and name of convener of the meeting; Articles of Association of Xiamen Fara Electronics Co., Ltd （2） The chairman of the meeting and the directors, supervisors, general manager and other senior executives who attend or attend the meeting as nonvoting delegates The name of the level management personnel; （3） The number of shareholders and agents attending the meeting, the total number of shares with voting rights held and the proportion of shares in the company Proportion of total shares of the company; （4） The review process, key points of speeches and voting results of each proposal; （5） Inquiry opinions or suggestions of shareholders and corresponding replies or explanations; （6） Names of lawyers, vote counters and scrutineers; （7） Other contents that shall be recorded in the minutes of the meeting as stipulated in the Articles of Association. Article 73 The convener shall ensure that the contents of the minutes of the meeting are true, accurate and complete. attend The directors, supervisors, secretary of the board of directors, conveners or their representatives, and chairpersons of the meeting shall be present at the meeting Sign on the minutes. The minutes of the meeting shall be accompanied by the signature book of the shareholders attending the meeting and the proxy The valid data of voting in books, online and other ways shall be kept together for a period of not less than 10 years. Article 74 The convener shall ensure that the shareholders' meeting is held continuously until a final resolution is reached. If the General Meeting of Shareholders is suspended or unable to make a resolution due to force majeure and other special reasons, necessary measures shall be taken Measures To resume the convening of the General Meeting of Shareholders as soon as possible or directly terminate the General Meeting of Shareholders, and make a timely announcement. At the same time, The convener shall report to the dispatched office of the CSRC and Shanghai Stock Exchange where the company is located. Section VI Voting and Resolutions of the General Meeting of Shareholders Article 75 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions. When the general meeting of shareholders makes an ordinary resolution, the shareholders (including shareholders' agents) present at the meeting shall More than 1/2 of the voting rights held shall be passed. The special resolution made by the general meeting of shareholders shall be made by the shareholders (including shareholders' agents) present at the general meeting of shareholders More than 2/3 of the voting rights held shall be passed. Article 76 The following matters shall be approved by the general meeting of shareholders by ordinary resolution: （1） Work reports of the Board of Directors and the Board of Supervisors; （2） Profit distribution plan and loss recovery plan proposed by the Board of Directors; （3） Appointment and removal of members of the Board of Directors and the Board of Supervisors and their remuneration and payment methods; （4） The Company's annual budget plan and final account plan; （5） Annual report of the Company; Articles of Association of Xiamen Fara Electronics Co., Ltd （6） Except for laws, administrative regulations or the Articles of Association, which shall be passed by special resolution Other matters. Article 77 The following matters shall be adopted by special resolution of the shareholders' meeting: （1） Increase or decrease of the Company's registered capital; （2） Division, merger, dissolution and liquidation of the Company; （3） Amendment of the Articles of Association; （4） The amount of major assets purchased or sold by the Company within one year or the amount of guarantee exceeds the latest period of the Company 30% of the audited total assets; （5） Equity incentive plan; （6） As stipulated by laws, administrative regulations or the Articles of Association, and confirmed by the general meeting of shareholders by ordinary resolution Other matters that have a significant impact on the company and need to be passed by special resolution. Article 78 The number of voting shares represented by shareholders (including shareholders' agents) Each share has one vote. The shares of the Company held by the Company have no voting rights, and such shares are not included in the shareholders' meeting Total number of shares with voting rights. The Board of Directors, independent directors and shareholders who meet the relevant requirements can collect shareholders' voting rights. Article 79 When the shareholders' meeting deliberates related transactions, related shareholders shall not participate And voting, the number of shares with voting rights represented by them shall not be included in the total number of effective votes; Shareholders The announcement of the resolution of the meeting shall fully disclose the voting situation of non related shareholders. Article 80 The Company shall, on the premise of ensuring the legality and effectiveness of the general meeting of shareholders, comply with the Articles of Association In accordance with the provisions of Article 44, through various ways and means, including the provision of online voting platforms And other modern information technology means to facilitate shareholders' participation in the shareholders' meeting. Article 81 Unless the company is in crisis and other special circumstances, it shall not be decided by the general meeting of shareholders It is approved that the company shall not enter into a contract with any person other than the director, general manager and other senior managers Contracts for which the management of all or important business of the company is entrusted to the person. Article 82 The list of candidates for directors and supervisors shall be submitted to the General Meeting of Shareholders for voting in the form of proposal. When the company's controlling shareholders hold more than 30% of the shares, the shareholders' meeting will elect directors and supervisors Or the cumulative voting system is adopted for independent directors. The cumulative voting system referred to in the preceding paragraph means that when the general meeting of shareholders elects directors or supervisors Have the same voting rights as the number of directors, supervisors and independent directors to be elected, and the voting rights owned by shareholders can Articles of Association of Xiamen Fara Electronics Co., Ltd For centralized use. The Board of Directors shall announce the resumes and Basic information. Article 83 Except for the cumulative voting system, the shareholders' meeting will vote on all proposals item by item, If there are different proposals on the same matter, the voting will be carried out according to the time sequence of the proposal. The reason cannot be eliminated Unless the General Meeting of Shareholders is suspended or unable to make a resolution due to special reasons such as force majeure, the General Meeting of Shareholders shall not propose The proposal is put aside or not voted. Article 84 When the shareholders' meeting deliberates the proposal, it is not allowed to modify the proposal, otherwise The change shall be regarded as a new proposal and cannot be voted at this shareholders' meeting. Article 85 The same voting right can only choose one of on-site, online or other voting methods Votes. Repeated voting with the same voting right, such as both on-site voting and online voting In case of voting in other ways, the on-site voting shall prevail; Those who vote online or in other ways The first voting result shall prevail. Article 86 The shareholders' meeting shall vote by open ballot. Article 87 Before the shareholders' meeting votes on the proposal, two shareholders' representatives shall be elected to participate Add counting and scrutinizing. Relevant shareholders and agents shall not participate in the review of matters that have an interest with shareholders Additional counting and supervision of votes. When the General Meeting of Shareholders votes on the proposal, the lawyer, shareholder representative and supervisor representative shall work together Be responsible for counting and scrutinizing votes, and announce the voting results on the spot. The voting results of resolutions shall be recorded in the minutes of the meeting. Shareholders of listed companies or their proxies who vote through the Internet or other means have the right to vote through the corresponding Our voting system checks our voting results. Article 88 The end time of the on-site meeting of the shareholders' meeting shall not be earlier than that of the network or other means, The chairman of the meeting shall announce the voting situation and results of each proposal, and announce the proposal according to the voting results Whether the case is passed. Involved in on-site, online and other voting methods of the general meeting of shareholders before the formal announcement of the voting results And listed companies, vote counters, scrutineers, major shareholders, network service providers and other relevant parties The decision shall be kept confidential. Article 89 The shareholders present at the shareholders' meeting shall make the following statement on the proposal submitted for voting Opinion 1: Agree, oppose or abstain. Votes that are not filled in, wrongly filled in, and illegible, and that are not cast, shall be deemed to be put by the voters If the voting right is abandoned, the voting result of the number of shares held by him shall be counted as "abstention". Articles of Association of Xiamen Fara Electronics Co., Ltd Article 90 If the chairman of the meeting has any doubt about the result of the resolution submitted for voting, he may Organize counting of votes; If the chairman of the meeting fails to count the votes, the shareholders present at the meeting or If the shareholder's agent disagrees with the result announced by the chairman of the meeting, he has the right to immediately announce the voting result If the counting of votes is required, the chairman of the meeting shall immediately organize the counting of votes. Article 91 The resolution of the shareholders' meeting shall be announced in a timely manner, and the announcement shall list the The number of shareholders and agents, the total number of voting shares held and the total number of voting shares in the company The proportion, voting method, voting results of each proposal and details of resolutions adopted. Article 92 The proposal is not passed, or the resolution of the previous shareholders' meeting is changed at this shareholders' meeting If the resolution is discussed, a special reminder shall be made in the announcement of the resolution of the shareholders' meeting. Article 93 Where the general meeting of shareholders passes the proposal on election of directors and supervisors, the new directors The supervisor shall take office immediately. Article 94 The shareholders' meeting shall adopt proposals on cash dividend, share bonus or capital reserve conversion to share capital The company will implement the specific plan within 2 months after the shareholders' meeting. Chapter V Board of Directors Section I Directors Article 95 The director of the company is a natural person, and can not serve as the company in any of the following circumstances Directors of: （1） No civil capacity or limited civil capacity; （2） Embezzlement, bribery, misappropriation of property or destruction of the socialist market economy Order, less than 5 years have passed since the expiration of the sentence, or the period of execution has been deprived of political rights due to crimes Less than 5 years; （3） Served as a director, factory director or general manager of a company or enterprise that went bankrupt and liquidated Where an enterprise is personally liable for bankruptcy, it has not exceeded 3% since the date of completion of bankruptcy liquidation of the company or enterprise Years; （4） Serve as the legal representative of a company or enterprise whose business license has been revoked or ordered to close due to violation of law And is personally responsible, less than 3 years have elapsed since the business license of the company or enterprise was revoked; （5） Personal debt of a large amount is overdue; Articles of Association of Xiamen Fara Electronics Co., Ltd （6） Being banned from entering the securities market by the CSRC, and the time limit has not expired; （7） Other contents specified by laws, administrative regulations or departmental rules. If directors are elected or appointed in violation of this article, such election, appointment or appointment is invalid. director In case of any circumstance in this article during the term of office, the company shall remove him from his post. Article 96 The directors shall be elected or replaced by the general meeting of shareholders, and their term of office shall be three years. The term of office of the director expires, Can be re elected. Before the expiration of a director's term of office, the General Meeting of Shareholders shall not remove him without cause. The term of office of a director shall be calculated from the date of taking office to the expiration of the term of office of the current Board of Directors. Director If reelection is not timely carried out after the expiration of the term, the original directors shall still act in accordance with laws and regulations before the reelected directors take office Perform the duties of director in accordance with the provisions of political, legal, departmental rules and the Articles of Association. A director may be concurrently held by the general manager or other senior managers, but the director may also be held by the general manager or other senior managers The total number of directors holding the position of senior management shall not exceed 1/2 of the total number of directors of the Company. Article 97 Directors shall abide by laws, administrative regulations and the Articles of Association, and shall bear the following responsibilities to the Company List loyalty obligations: （1） They shall not take advantage of their power to accept bribes or other illegal income, or misappropriate the Company's property; （2） Do not misappropriate the company's funds; （3） The company's assets or funds shall not be opened in its own name or in the name of other individuals User storage; （4） It is not allowed to violate the provisions of the Articles of Association, without the consent of the General Meeting of Shareholders or the Board of Directors Lending money to others or providing guarantee for others with company property; （5） Not to enter into a contract with the Company in violation of the Articles of Association or without the consent of the General Meeting of Shareholders Or conduct transactions; （6） Without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek for his own or others' benefits Business opportunities belonging to the company, operating the same business as the company itself or for others; （7） The commission on transactions with the Company shall not be attributed to the Company; （8） Do not disclose company secrets without authorization; （9） It shall not use its associated relationship to damage the interests of the Company; （10） Other duties of loyalty stipulated by laws, administrative regulations, departmental rules and the Articles of Association. The income obtained by a director in violation of this article shall belong to the company; Causing losses to the company, It shall be liable for compensation. Article 98 Directors shall abide by laws, administrative regulations and the Articles of Association, and shall bear the following responsibilities to the Company Articles of Association of Xiamen Fara Electronics Co., Ltd List the duty of diligence: （1） Exercise the rights granted by the company carefully, seriously and diligently to ensure the company's business The behavior conforms to the requirements of national laws, administrative regulations and various national economic policies, and commercial activities do not Exceeding the business scope specified in the business license; （2） All shareholders shall be treated fairly （3） Timely understand the company's business operation and management status; （4） Written confirmation opinions shall be signed for the Company's periodic report. Guarantee the information disclosed by the company True, accurate and complete; （5） They shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or the supervisor Exercise authority; （6） Other duties of diligence stipulated by laws, administrative regulations, departmental rules and the Articles of Association. Article 99 The directors failed to attend in person for two consecutive times and did not entrust other directors to attend the meeting The board meeting shall be deemed as unable to perform its duties, and the board of directors shall recommend the general meeting of shareholders to replace it. Article 100 A director may resign before the expiration of his term of office. A director who resigns shall report to the Board of Directors Submit a written resignation report. The Board of Directors will disclose relevant information within 2 days. If the number of directors of the Company is lower than the minimum quorum due to the resignation of directors Before assuming office, the former director shall still comply with laws, administrative regulations, departmental rules and the Articles of Association, Perform the duties of director. Except for the circumstances listed in the preceding paragraph, the resignation of a director takes effect when the resignation report is delivered to the board of directors. Article 101 When the resignation of a director takes effect or the term of office expires, all transfers shall be made to the board of directors The obligation of loyalty to the Company and its shareholders is not necessarily relieved, and it will still remain within one year Valid. Article 102 Without the provisions of the Articles of Association or the legal authorization of the Board of Directors, no director shall They may act on behalf of the company or the board of directors in their own names. When a director acts in his own name The tripartite meeting reasonably believes that if the director acts on behalf of the company or the board of directors, the director should When declaring their position and identity in advance. Article 103 Directors violate laws, administrative regulations and departmental rules when performing their duties Or the provisions of the Articles of Association, which cause losses to the Company, shall be liable for compensation. Article 104 Independent directors shall comply with relevant laws, administrative regulations and departmental rules Regular implementation. Articles of Association of Xiamen Fara Electronics Co., Ltd Section II Board of Directors Article 105 The company has a board of directors, which is responsible for the shareholders' meeting. Article 106 The board of directors is composed of 9 directors, including 3 independent directors. Article 107 The board of directors shall exercise the following functions and powers: （1） Convene the general meeting of shareholders and report to the general meeting of shareholders; （2） Implement the resolutions of the General Meeting of Shareholders; （3） Decide on the company's business plan and investment plan; （4） Formulate the annual financial budget plan and final account plan of the company; （5） Formulate profit distribution plans and loss recovery plans of the Company; （6） Formulate the Company's increase or decrease of registered capital, issuance of bonds or other securities and listing parties Case; （7） Propose major acquisition of the company, acquisition of the company's shares or merger, division, dissolution and change A plan to change the corporate form; （8） Within the scope of authorization of the general meeting of shareholders, decide on the company's foreign investment, acquisition and sale of assets Property mortgage, external guarantee, entrusted financing, related party transactions and other matters; （9） Determine the establishment of the company's internal management organization; （10） Appoint or dismiss the general manager and secretary of the board of directors of the company; According to the nomination of the general manager Appoint or dismiss the company's deputy general manager, financial director and other senior managers, and determine their remuneration And rewards and punishments; （11） Formulate the basic management system of the company; （12） Formulate the amendment scheme of the Articles of Association; （13） Manage the information disclosure of the Company; （14） Propose to the General Meeting of Shareholders to hire or replace the accounting firm that audits the Company; （15） Listen to the work report of the general manager of the company and check the work of the general manager; （16） Other functions and powers granted by laws, administrative regulations, departmental rules or the Articles of Association. Article 108 The board of directors of the company shall issue the financial report of the company The non-standard audit opinions shall be explained to the general meeting of shareholders. Article 109 The board of directors formulates the rules of procedure of the board of directors to ensure that the board of directors implements the shareholders Articles of Association of Xiamen Fara Electronics Co., Ltd The General Assembly decided to improve work efficiency and ensure scientific decision-making. Article 110 The board of directors shall determine external investment, purchase and sale of assets, asset mortgage Establish strict review and decision-making procedures for the authority of external guarantee matters, entrusted financing and related party transactions; Major investment projects shall be reviewed by relevant experts and professionals and reported to the shareholders' meeting for approval. Article 111 The board of directors shall have one chairman and may have a deputy chairman. Chairman and Vice Chairman The chairman of the board of directors shall be elected by more than half of all directors. Article 112 The chairman of the board of directors shall exercise the following functions and powers: （1） Preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors; （2） Supervise and inspect the implementation of resolutions of the Board of Directors; （3） The Board of Directors authorizes the Chairman to exercise the following powers when the Board of Directors is not in session: 1. Manage the information disclosure of the Company; 2. When the general manager is unable to perform his/her duties for some reason, he/she shall act on his/her behalf or appoint a director or deputy The General Manager performs the responsibilities of the General Manager on behalf; 3. When the Secretary of the Board of Directors is unable to perform his duties for some reason, he shall act or appoint a director or Gao Level management personnel or securities affairs representatives perform the duties of the secretary of the board of directors on behalf; 4. On behalf of the Board of Directors, we hereby certify the relevant information of the independent director candidates nominated by the Board of Supervisors and shareholders The securities regulatory authority and Shanghai Stock Exchange shall submit written objections. Article 113 The vice chairman of the company assists the chairman in his work, and the chairman is unable to perform his duties If he/she fails to perform his/her duties, the vice chairman shall perform his/her duties (the company has two or more vice directors If it is long, the vice chairman jointly recommended by more than half of the directors shall perform his duties); The vice chairman cannot perform In case of duty or failure to perform duties, a director jointly recommended by more than half of the directors shall perform duties. Article 114 The board of directors shall hold at least two meetings every year, which shall be convened by the chairman of the board of directors All directors and supervisors shall be notified in writing 10 days before the meeting. Article 115 Shareholders representing more than 1/10 of the voting rights, directors or supervisors representing more than 1/3 of the voting rights The Board of Directors may propose to convene an interim meeting of the Board of Directors. The chairman shall, within 10 days after receiving the proposal, Convene and preside over board meetings. Article 116 The way of notice for the board of directors to convene an interim meeting of the board of directors is: through telephone Notice or written notice (including personal delivery, mailing and fax). Time limit of notice: three days after the meeting All directors shall be notified in advance. Article 117 The notice of the board meeting shall include the following contents: Articles of Association of Xiamen Fara Electronics Co., Ltd （1） Date and place of the meeting; （2） Meeting duration; （3） Subject matter and topic; （4） Date of notification. Article 118 The meeting of the board of directors can be held only when more than half of the directors are present. director The resolution of the meeting must be adopted by more than half of all directors. The voting of resolutions of the Board of Directors shall be one person, one vote. Article 119 The directors are associated with the enterprise involved in the resolution of the board meeting Yes, they shall not exercise the voting right on the resolution, nor exercise the voting right on behalf of other directors. This The meeting of the Board of Directors can be held when more than half of the unrelated directors are present. The decisions made at the meeting of the Board of Directors The proposal must be approved by more than half of unrelated directors. The number of unrelated directors present at the board meeting is less than 3 The matter shall be submitted to the general meeting of shareholders for deliberation. Article 120 Resolutions of the board of directors shall be voted by counting names and in writing. The interim meeting of the Board of Directors can be held by means of communication on the premise that directors can fully express their opinions And make a resolution, which shall be signed by the directors attending the meeting. Article 121 The directors shall attend the board meeting in person; The director is unable to leave for any reason And may entrust other directors in writing to attend the meeting on behalf of him. The power of attorney shall specify the name of the agent The director items, scope of authorization and validity period shall be signed by the client. The director attending the meeting on behalf shall Exercise the rights of the client within the scope of authorization. The director did not attend the meeting of the Board of Directors and did not entrust a proxy Those who attend the meeting shall be deemed to have waived their voting rights at the meeting. Article 122 The board of directors shall make minutes of the decisions on the matters discussed at the meeting, The directors present at the meeting shall sign the minutes of the meeting. The minutes of the meeting of the board of directors shall be kept as the company's archives for at least 10 years. Article 123 The minutes of the board meeting shall include the following contents: （1） The date and place of the meeting and the name of the convener; （2） Names of directors present and the names of directors (proxies) entrusted by others to attend the Board of Directors First name; （3） Meeting agenda; （4） Key points of directors' speeches; （5） Voting method and result of each resolution (the voting result shall indicate approval, objection or rejection Articles of Association of Xiamen Fara Electronics Co., Ltd Number of votes). Chapter VI General Manager and Other Senior Managers Article 124 The company has one general manager, who is appointed or dismissed by the board of directors. The company has 3-6 deputy general managers, who are appointed or dismissed by the board of directors. The General Manager, Deputy General Manager, Financial Principal and Secretary of the Board of Directors of the Company are the senior managers of the Company Member. Article 125 Article 95 of the Articles of Association refers to the situation of not being a director It is applicable to senior managers. Article 97 of the Articles of Association is about directors' duty of loyalty and Article 98 (4) - (6) is about The duty of diligence also applies to senior managers. Article 126 Serve as the controlling shareholder and actual controller of the company, except for the director Personnel in other positions shall not serve as senior managers of the Company. Article 127 The term of office of the general manager is 3 years, and the general manager can be reappointed consecutively. Article 128 The general manager shall be responsible to the board of directors and exercise the following functions and powers: （1） Preside over the production, operation and management of the company, organize the implementation of the resolutions of the board of directors, and report to the directors Report work; （2） Organize the implementation of the Company's annual business plan and investment plan; （3） Draft the establishment plan of the company's internal management organization; （4） Draft the basic management system of the company; （5） Formulate specific regulations of the Company; （6） Propose the Board of Directors to appoint or dismiss the Company's Deputy General Manager and the person in charge of finance; （7） Decide on the appointment or dismissal of those responsible for management other than those to be decided by the Board of Directors Management personnel; （8） Other authorities granted by the Articles of Association or the Board of Directors. The general manager shall attend the board meeting as a nonvoting delegate. Article 129 The general manager shall formulate the working rules of the general manager and submit them to the board of directors for approval Implementation. Article 130 The working rules of the general manager include the following: Articles of Association of Xiamen Fara Electronics Co., Ltd （1） Conditions, procedures and participants of the general manager meeting; （2） The specific responsibilities and division of labor of the General Manager and other senior managers; （3） Use of the Company's funds and assets, authority to sign major contracts, and report to the Board of Directors and supervisors Meeting reporting system; （4） Other matters deemed necessary by the Board of Directors. Article 131 The general manager may resign before the expiration of his term of office. Relevant General Manager The specific procedures and methods for resignation shall be stipulated in the labor contract between the general manager and the company. Article 132 The term of office of the deputy general manager and the person in charge of finance is three years, and they can be reappointed consecutively. The Deputy General Manager shall assist the General Manager to carry out the work, and the division and authority of each Deputy General Manager shall be decided by the General Manager Definitely. Article 133 A listed company shall have a secretary of the board of directors who is responsible for the general meeting of shareholders and directors Preparation for the meeting, document custody, management of the company's shareholder information, handling of information disclosure and other matters Should. The Secretary of the Board of Directors shall comply with the relevant provisions of laws, administrative regulations, departmental rules and the Articles of Association. Article 134 Senior managers violate laws, administrative regulations If any loss is caused to the Company according to the regulations of the department or the Articles of Association, it shall be liable for compensation. Chapter VII Board of Supervisors Section I Supervisors Article 135 Article 95 of the Articles of Association refers to the situation of not being a director Applicable to supervisors. Directors, general managers and other senior managers shall not concurrently serve as supervisors. Article 136 Supervisors shall abide by laws, administrative regulations and the Articles of Association, and shall be liable to the Company They shall have the duty of loyalty and diligence, and shall not take advantage of their power to accept bribes or other illegal income, and shall not Occupy the company's property. Article 137 The term of office of the supervisor is 3 years. When the term of office of the supervisor expires, re-election is allowed Re elected. Article 138 The supervisor is not re elected in time upon expiration of his/her term of office, or the supervisor resigns during his/her term of office Articles of Association of Xiamen Fara Electronics Co., Ltd If the number of members of the Board of Supervisors is lower than the quorum, the original supervisors shall still Perform the duties of supervisor in accordance with laws, administrative regulations and the Articles of Association. Article 139 The supervisor shall ensure that the information disclosed by the company is true, accurate and complete. Article 140 The supervisor may attend the meeting of the board of directors as a nonvoting delegate and propose the resolutions of the board of directors Inquiries or suggestions. Article 141 Supervisors shall not damage the interests of the Company by taking advantage of their association If losses are caused, it shall be liable for compensation. Article 142 Supervisors violate laws, administrative regulations and departmental rules when performing their duties If any loss is caused to the Company according to the provisions of the Chapter or the Articles of Association, the Company shall be liable for compensation. Section II Board of Supervisors Article 143 The Company shall have a board of supervisors. The Board of Supervisors is composed of three supervisors, and the Board of Supervisors is headed by One seat. The chairman of the Board of Supervisors shall be elected by more than half of all supervisors. Convening and presiding over by the chairman of the board of supervisors Meeting of the Board of Supervisors; If the chairman of the board of supervisors is unable or fails to perform his duties, more than half of the supervisors The Board of Supervisors jointly elected a supervisor to convene and preside over the meeting of the Board of Supervisors. The board of supervisors shall include shareholders' representatives and an appropriate proportion of the company's staff representatives, including staff representatives The proportion is not less than 1/3. The staff representatives in the board of supervisors shall be represented by the company's staff through the staff congress They shall be elected by the industrial congress or other forms of democratic election. Article 144 The board of supervisors shall exercise the following functions and powers: （1） The Company's periodic report prepared by the Board of Directors shall be reviewed and a written review intention shall be proposed See; （2） Check the company's finance; （3） Supervise the acts of directors and senior managers in performing their duties in the company Directors and senior managers proposed to be removed by laws, administrative regulations, the Articles of Association or resolutions of the shareholders' meeting Suggestions; （4） When the actions of directors and senior managers damage the interests of the company Level management personnel shall make corrections; （5） Propose to convene an extraordinary general meeting of shareholders, and the board of directors fails to perform the convening required by the Company Law And convene and preside over the general meeting of shareholders when presiding over the general meeting of shareholders; Articles of Association of Xiamen Fara Electronics Co., Ltd （6） Put forward proposals to the General Meeting of Shareholders; （7） According to Article 152 of the Company Law Institute legal proceedings; （8） Investigate the abnormal operation of the company; If necessary, an accountant can be employed Professional institutions such as law firms and law firms shall assist them in their work, and the costs shall be borne by the company. Article 145 The board of supervisors shall hold at least one meeting every six months. Supervisors can propose Hold an interim meeting of the Board of Supervisors. The resolution of the Board of Supervisors shall be adopted by more than half of the supervisors. Article 146 The board of supervisors shall formulate the rules of procedure of the board of supervisors and specify the discussion party of the board of supervisors And voting procedures to ensure the work efficiency and scientific decision-making of the Board of Supervisors. Article 147 The board of supervisors shall record the decisions on the matters discussed in the meeting and attend the meeting The supervisors of the meeting shall sign on the minutes of the meeting. The supervisor has the right to request that some explanatory notes be made on the minutes of his speech at the meeting. prison The minutes of the board meeting shall be kept as company files for at least 10 years. Article 148 The notice of the meeting of the Board of Supervisors shall include the following contents: （1） Date, place and duration of the meeting; （2） Subject matter and topic; （3） Date of notification. Chapter VIII Financial and Accounting System, Profit Distribution and Audit Section I Financial and Accounting System Article 149 The Company shall, in accordance with laws, administrative regulations and provisions of relevant national departments, Formulate the Company's financial and accounting system. Article 150 The Company shall report to the CSRC within 4 months from the end of each fiscal year The meeting and the stock exchange shall submit the annual financial and accounting report, which shall be completed within the first six months of each fiscal year Submit the semi annual financial and accounting reports to the dispatched office of the CSRC and the stock exchange within 2 months from Articles of Association of Xiamen Fara Electronics Co., Ltd Report that within one month from the end of the first three months and the first nine months of each fiscal year The representative offices of the CSRC and the stock exchanges shall submit quarterly financial and accounting reports. The above financial statements shall be prepared in accordance with the provisions of relevant laws, administrative regulations and departmental rules System. Article 151 The Company will not set up other accounting books except for the statutory ones. common The assets of the company shall not be deposited in an account opened in the name of any individual. Article 152 When the company distributes the after tax profits of the current year, it shall draw 10% of the profits as The Company's statutory reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, it may To no longer extract. If the company's statutory reserve fund is insufficient to cover the losses of previous years, it shall be withdrawn in accordance with the provisions of the preceding paragraph Before the statutory reserve fund, the current year's profits shall be used to cover the losses. After the company withdraws the statutory reserve fund from the after tax profits, it can also pay taxes Discretionary accumulation fund is withdrawn from the after profit. The Company's after tax profit after making up losses and withdrawing accumulation fund shall be based on the proportion of shares held by shareholders Except those not distributed according to the shareholding ratio as stipulated in the Articles of Association. The General Meeting of Shareholders, in violation of the provisions of the preceding paragraph, paid dividends to the shareholders before the Company made up losses and withdrew the statutory reserve fund If the shareholders distribute profits, they must return the profits distributed in violation of regulations to the company. The shares of the Company held by the Company shall not participate in the distribution of profits. Article 153 The Company's reserve fund is used to make up for the Company's losses and expand the Company's production Operating or converting into increased company capital. However, the capital reserve will not be used to make up the company's losses. When the statutory reserve fund is converted into capital, the remaining amount of the reserve fund will not be less than the Company's notes before the conversion 25% of the registered capital. Articles of Association of Xiamen Fara Electronics Co., Ltd Section II Profit Distribution Article 154 Basic principles of the Company's profit distribution policy: （1） According to the current business situation and the fund demand plan of project investment Considering the return to investors, determine a reasonable profit distribution plan every year and distribute dividends to shareholders. （2） The company's profit distribution policy remains continuous and stable, while taking into account the company's long term Far interests, the overall interests of all shareholders and the sustainable development of the company; （3） The Company gives priority to cash dividends for profit distribution. Article 155 The Company's specific policies for profit distribution are as follows: （1） Form of profit distribution: the company uses cash, stock or combination of cash and stock To distribute dividends. If conditions permit, the company can make interim profit distribution. （2） Specific conditions and proportion of cash dividends of the Company: Except for special circumstances, when the company is profitable in the current year and the accumulated undistributed profit is positive Dividends shall be distributed in cash, and the profit distributed in cash every year shall not be less than that realized in the current year 10% of profit for distribution. Special circumstances refer to: 1. The annual profits available for shareholders' distribution are not enough for actual distribution; 2. The audit institution employed by the company issues non-standard qualified audit report for the annual financial report Notice; 3. The asset liability ratio at the end of the year exceeds 70%; 4. Profit of the current year is formed by non operating profit and loss or capital reserve is formed by changes in fair value; 5. Investment projects, technical transformation or renewal, expansion projects Articles of Association of Xiamen Fara Electronics Co., Ltd The total amount of funds required for the acquisition of assets exceeds 10% of the company's total assets audited in the latest period. （3） Specific conditions for the Company to issue stock dividends: The company is in good operating condition, and the board of directors believes that the stock price of the company and the size of the company's capital stock When the share capital structure is not matched and the distribution of stock dividends is beneficial to the overall interests of all shareholders of the company, you can Put forward the stock dividend distribution plan under the conditions of meeting the above cash dividends. Article 156 Review procedures of the Company's profit distribution plan: （1） The profit distribution plan of the Company shall be drafted by the "General Manager Office Meeting" and submitted to the Board of Directors Deliberation by the Board of Directors and the Board of Supervisors. The Board of Directors fully discussed the rationality of the profit distribution plan and formed The special resolution shall be submitted to the General Meeting of Shareholders for deliberation. When reviewing the profit distribution plan, the company provides shareholders with a website Online voting mode. （2） The Company does not pay cash dividends due to the special circumstances specified in Article 155 above The board of directors will discuss the specific reasons for not paying cash dividends, the exact use of the company's retained earnings and the budget Special explanation on investment income and other matters shall be made and submitted to the General Meeting of Shareholders for review after the independent directors give their opinions And disclose it on the media designated by the company. Article 157 Implementation of the Company's profit distribution plan: After the General Meeting of Shareholders of the Company makes a resolution on the profit distribution plan, the Board of Directors must hold a meeting at the General Meeting of Shareholders The distribution of dividends (or shares) shall be completed within the next two months. Article 158 Changes of the Company's profit distribution policy: In case of force majeure such as war and natural disasters, or changes in the company's external business environment The company's production and operation have a significant impact, or the company's own business situation has changed significantly The company can adjust the profit distribution policy. The Board of Directors shall make a special discussion on the adjustment of the Company's profit distribution policy, and demonstrate the reasons for the adjustment in detail, Form a written demonstration report and submit it to the shareholders' meeting for special resolution after being reviewed by the independent directors. consideration Articles of Association of Xiamen Fara Electronics Co., Ltd When the profit distribution policy changes, the company provides online voting for shareholders. Section 3 Internal Audit Article 159 The Company implements an internal audit system, and is staffed with full-time auditors The financial revenue and expenditure and economic activities of the Division shall be subject to internal audit supervision. Article 160 The Company's internal audit system and the duties of auditors shall be subject to the approval of the Board of Directors Implement after approval. The person in charge of audit is responsible for and reports to the Board of Directors. Section 4 Appointment of Accounting Firms Article 161 The Company employs accountants who have obtained the "qualification to engage in securities related business" The firm conducts accounting statement audit, net asset verification and other related consulting services, and hires The term is one year and can be renewed. Article 162 The appointment of an accounting firm by the company must be decided by the shareholders' meeting The Board shall not appoint an accounting firm before the Shareholders' Meeting makes a decision. Article 163 The Company guarantees to provide the accounting firm engaged with true and complete Accounting vouchers, accounting books, financial accounting reports and other accounting materials shall not be rejected, hidden False reports. Article 164 The audit fees of the accounting firm shall be decided by the shareholders' meeting. Article 165 When the company dismisses or no longer reappoints the accounting firm, 30 days in advance Inform the accounting firm that when the general meeting of shareholders of the company votes on the dismissal of the accounting firm, it is allowed to Statement of the accounting firm. Articles of Association of Xiamen Fara Electronics Co., Ltd If the accounting firm proposes to resign, it shall explain to the shareholders' meeting whether the company has improper circumstances. Chapter IX Notice and Announcement Section I Notice Article 166 The Company's notice shall be sent in the following forms: （1） Sent by specially assigned person; （2） Sent by mail; （3） By announcement; （4） Other forms specified in the Articles of Association. Article 167 If the notice issued by the company is in the form of announcement, once it is announced, All relevant personnel shall be deemed to have received the notice. Article 168 The notice of convening the general meeting of shareholders of the company shall be made by announcement. Article 169 The notice of the meeting of the board of directors held by the company shall be sent or faxed by specially assigned person And other methods specified in the Articles of Association. Article 170 The notice of the meeting of the Board of Supervisors shall be sent by specially assigned person or by fax And other methods specified in the Articles of Association. Article 171 If the notice of the company is sent by special person, the person on whom the notice is served shall submit the receipt of service Sign (or seal), and the date of receipt by the person served is the date of service; The Company's notice is delivered by fax If the fax is sent, the second working day shall be the date of delivery; Company notice is delivered by express mail The third working day from the date of delivery to the courier company shall be the date of delivery. Company notice to announce If it is sent by, the date of the first announcement shall be the date of service. Articles of Association of Xiamen Fara Electronics Co., Ltd Article 172 Failure to send meeting notice to a person entitled to receive notice due to accidental omission Or if they have not received the meeting notice, the meeting and the resolutions made at the meeting will not be invalid. Section 2 Announcement Article 173 The company designates China Securities Journal and the website of Shanghai Stock Exchange ( http://www.sse.com.cn ）It is a media for publishing company announcements and other information that needs to be disclosed. Chapter X Merger, Division, Capital Increase, Capital Reduction, Dissolution and Liquidation Section 1 Merger, Division, Capital Increase and Capital Reduction Article 174 The merger of a company may be a merger by absorption or a merger by new establishment. A company's absorption of other companies is merger by absorption, and the absorbed company is dissolved. More than two males The merger of companies to establish a new company is a new merger, and the merging parties are dissolved. Article 175 For the merger of a company, the parties to the merger shall sign a merger agreement and prepare Balance sheet and property list. The company shall notify the creditor's rights within 10 days from the date of making the merger resolution And make an announcement on China Securities Journal within 30 days. Creditor 30 days after receiving the notice Within days, or within 45 days from the date of announcement if the notice is not received, the company may be required to pay off its debts or Provide corresponding guarantee. Article 176 When a company is merged, the creditor's rights and debts of all parties to the merger shall survive after the merger Succession by a company or a newly established company. Article 177 When a company is divided, its property shall be divided accordingly. Articles of Association of Xiamen Fara Electronics Co., Ltd When a company is divided, it shall prepare a balance sheet and an inventory of property. The company shall make a division resolution by itself The creditors shall be notified within 10 days from the date of issuance, and an announcement shall be made on the China Securities Journal within 30 days. Article 178 The company after division shall be jointly and severally liable for the debts of the company before division. However, unless otherwise agreed in the written agreement on debt settlement between the Company and its creditors before division. Article 179 When the company needs to reduce its registered capital, it must prepare a balance sheet and Inventory of property. The Company shall notify the creditors within 10 days from the date of making the resolution to reduce the registered capital, and Announce on the China Securities Journal within days. The creditor fails to receive the notice within 30 days after receiving it Have the right to require the company to pay off its debts or provide corresponding Guarantee. The registered capital of the Company after capital reduction will not be lower than the statutory minimum. Article 180 In case of merger or division of the Company, the registered items shall be changed according to law Go through change registration with the company registration authority; If the company is dissolved, it shall cancel its registration according to law; Where a new company is established, it shall go through the company establishment registration according to law. Where a company increases or decreases its registered capital, it shall go through change registration with the company registration authority according to law. Section 2 Dissolution and Liquidation Article 181 The Company shall be dissolved for the following reasons: （1） The business term specified in the Articles of Association expires or other reasons for dissolution specified in the Articles of Association occur Now; （2） The General Meeting of Shareholders decides to dissolve; （3） Dissolution is required due to merger or division of the Company; Articles of Association of Xiamen Fara Electronics Co., Ltd （4） The business license is revoked, the company is ordered to close down or is revoked according to law; （5） The company has serious difficulties in operation and management, and its continued existence will cause major losses to shareholders' interests If it cannot be solved by other means, shareholders holding more than 10% of the voting rights of all shareholders of the company, You can request the people's court to dissolve the company. Article 182 Where the Company is under the circumstance of Item (1) of Article 178 of the Articles of Association, it may To survive by amending the Articles of Association. The amendment of the Articles of Association in accordance with the provisions of the preceding paragraph shall be subject to the voting rights held by shareholders attending the shareholders' meeting More than 2/3 of. Article 183 The Company shall, in accordance with Article 178 (1), (2) If the company is dissolved according to the provisions of Items (4) and (5), it shall be dissolved within 15 days after the occurrence of the cause of dissolution Set up the settlement team and start liquidation. The liquidation group shall be composed of directors or persons determined by the shareholders' meeting. be overdue If no liquidation group is formed to carry out liquidation, the creditors may apply to the people's court to designate relevant personnel to form a liquidation group The accounting group conducts liquidation. Article 184 The liquidation group shall exercise the following functions and powers during liquidation: （1） Liquidate the Company's property, and prepare balance sheets and inventory of property respectively; （2） Notify and announce creditors; （3） Handle the company's outstanding business related to liquidation; （4） Pay off the taxes owed and the taxes generated in the process of liquidation; （5） Liquidate claims and debts; （6） Dispose of the Company's remaining assets after paying off debts; （7） Participate in civil litigation activities on behalf of the company. Article 185 The liquidation group shall notify creditors within 10 days of its establishment, and Announce in China Securities Journal within 60 days. The creditor shall, within 30 days after receiving the notice, Articles of Association of Xiamen Fara Electronics Co., Ltd Those who do not receive the notice shall declare their creditor's rights to the liquidation team within 45 days from the date of announcement. When declaring the creditor's rights, the creditor shall state the relevant matters of the creditor's rights and provide evidentiary materials. Liquidation The Group shall register the creditor's rights. During the declaration of creditor's rights, the liquidation group shall not pay off creditors. Article 186 The liquidation group is responsible for liquidating the company's assets, preparing the balance sheet and clearing assets After that, a liquidation plan shall be formulated and submitted to the shareholders' meeting or the people's court for confirmation. The Company's property shall pay the liquidation expenses, employees' wages, social insurance expenses and statutory subsidies respectively The remaining property after paying off the debts of the company, paying the taxes owed Share proportion distribution. During the liquidation period, the company exists, but cannot carry out business activities unrelated to liquidation. Company property It will not be distributed to shareholders until it is paid off in accordance with the preceding paragraph. Article 187 The liquidation group shall clear up the company's property, prepare balance sheet and property If it is found that the company's assets are not enough to pay off its debts, it shall apply to the people's court for declaration of bankruptcy according to law. After the company is declared bankrupt by the people's court, the liquidation group shall transfer the liquidation affairs to the people court. Article 188 After the liquidation of the company is completed, the liquidation group shall prepare a liquidation report and report the shares The East Assembly or the People's Court shall confirm and submit it to the company registration authority to apply for cancellation of the company's registration The Company is sued for termination. Article 189 Members of the liquidation group shall be devoted to their duties and perform their liquidation obligations according to law. Members of the liquidation group shall not take advantage of their powers to accept bribes or other illegal income, and shall not misappropriate the company Property. Members of the liquidation group who cause losses to the company or creditors due to intentional or gross negligence shall bear Liability. Articles of Association of Xiamen Fara Electronics Co., Ltd Article 190 Where a company is declared bankrupt according to law, the law on enterprise bankruptcy shall apply Conduct bankruptcy liquidation. Chapter XI Amendment of the Articles of Association Article 191 Under any of the following circumstances, the Company shall amend the Articles of Association: （1） After the amendment of the Company Law or relevant laws and administrative regulations, matters specified in the Articles of Association The provisions of the amended laws and administrative regulations conflict with each other; （2） The Company's situation has changed, which is inconsistent with the matters recorded in the Articles of Association; （3） The General Meeting of Shareholders decides to amend the Articles of Association. Article 192 Amendments to the Articles of Association adopted by the shareholders' meeting shall be approved by the competent authority If it is approved, it shall be submitted to the competent authority for approval; If the company's registered items are involved, change registration shall be handled according to law. Article 193 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the General Meeting of Shareholders and relevant directors The examination and approval opinions of the authority modify the Articles of Association. Article 194 The amendment of the Articles of Association belongs to the information required to be disclosed by laws and regulations Provisions shall be published. Chapter XII Supplementary Provisions Article 195 Interpretation （1） Controlling shareholder refers to the shareholder whose shares account for more than 50% of the total share capital of the company; hold Although the proportion of shares is less than 50%, the voting rights of shares held by them are enough for Shareholders whose resolutions of the East Conference have a significant impact. Articles of Association of Xiamen Fara Electronics Co., Ltd （2） The actual controller refers to the person who is not a shareholder of the company, but through the investment relationship, agreement or The person who can actually control the company's behavior through other arrangements. （3） Related relationship refers to the controlling shareholders, actual controllers, directors, supervisors, senior executives of the company The relationship between the management personnel and the enterprises directly or indirectly controlled by them, as well as the relationship that may lead to the company's interests Other relationships of benefit transfer. However, state-owned enterprises are not only controlled by the state Has an association relationship. Article 196 The board of directors may formulate the Articles of Association in accordance with the provisions of the Articles of Association. book The Articles of Association shall not conflict with the provisions of the Articles of Association. Article 197 The Articles of Association are written in Chinese, and other languages or different versions of the Articles of Association In case of any discrepancy between the Articles of Association and these Articles of Association, it shall be subject to the latest approval and registration by Xiamen Administration for Industry and Commerce The Chinese version of the Articles of Association shall prevail. Article 198 The terms "above", "within" and "below" in the Articles of Association include the number; "Not enough", "not enough", "less than", "more than" do not include this figure. Article 199 The Articles of Association shall be interpreted by the Board of Directors of the Company. Article 200 The annexes to the Articles of Association include the rules of procedure of the shareholders' meeting, the rules of procedure of the board of directors and the supervision Rules of procedure. Article 201 The Articles of Association shall be approved by special resolution of the General Meeting of Shareholders and shall be submitted to the company registration authority It shall come into force on the date of filing. Signatures of directors and supervisors: |
