Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of Flaircomm Microelectronics, Inc. (hereinafter referred to as "the Company"), shareholders, employees, and creditors, and to regulate the organization and behavior of the Company, these Articles are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), and other relevant laws, administrative regulations, and normative documents.
Article 2
The Company is a joint-stock limited company established in accordance with the Company Law and other relevant provisions. The Company was established through the overall transformation of the original Fujian Flaircomm Microelectronics Co., Ltd. and is registered with the Fujian Provincial Market Supervision Administration, obtaining a business license with a unified social credit code of 91350000676537158E.
Article 3
The Company was registered with the approval of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") on June 3, 2024, and issued 17.55 million ordinary shares to the public for the first time, which were listed on the Shenzhen Stock Exchange's Growth Enterprise Market on September 11, 2024.
Article 4
The full Chinese name of the Company is: 惠翰微电子股份有限公司; the full English name is: Flaircomm Microelectronics, Inc.
Article 5
The Company's registered address is: 5th Floor, Building 1, No. 116 Jiangbin East Avenue, Mawei District, Fuzhou City, Fujian Province; Postal Code: 350015.
Article 6
The registered capital of the Company is RMB 104,523,500.
Article 7
The Company is a joint-stock limited company with perpetual existence.
Article 8
The director representing the Company in executing Company affairs is the legal representative of the Company. The method for the appointment and change of the legal representative shall comply with the provisions of Article 109 of these Articles. The chairman is elected by a majority of the directors in accordance with the provisions of Article 109 of these Articles and may be dismissed or replaced according to relevant laws and regulations or these Articles. If the chairman resigns, it is deemed that they have simultaneously resigned as the legal representative. If the legal representative resigns, the Company shall determine a new legal representative within thirty days from the date of resignation. The legal representative shall bear the legal consequences of civil activities conducted in the name of the Company. Any restrictions on the powers of the legal representative set forth in these Articles or by the shareholders' meeting shall not be opposed by good faith third parties. If the legal representative causes damage to others while performing their duties, the Company shall bear civil liability. After the Company bears civil liability, it may seek compensation from the legal representative at fault in accordance with the law or these Articles.
Article 9
Shareholders shall be liable to the Company only to the extent of their subscribed shares, while the Company shall be liable for its debts with all its assets.
Article 10
These Articles shall take effect from the date of their enactment and shall serve as a legally binding document regulating the organization and behavior of the Company, as well as the rights and obligations between the Company and its shareholders, and among shareholders. According to these Articles, shareholders may sue other shareholders, shareholders may sue the Company's directors, general manager, and other senior management, and the Company may sue shareholders, directors, general manager, and other senior management.
Article 11
The term "senior management" in these Articles refers to the general manager, deputy general managers, board secretary, financial officer (chief financial officer), and other personnel recognized as senior management by the Company's board of directors. Other personnel recognized by the board of directors shall be clearly defined and promptly announced in the form of a board resolution.