2025 年第一次临时股东大会 会议资料 2025 年 9 月 北京富吉瑞光电科技股份有限公司 2025 年第一次临时股东大会会议资料 证券代码：688272 证券简称：富吉瑞 北京富吉瑞光电科技股份有限公司 北京富吉瑞光电科技股份有限公司 2025 年第一次临时股东大会会议资料 2025 年第一次临时股东大会会议资料 目录 | 2025 | 年第一次临时股东大会会议须知 | 2 | | --- | --- | --- | | 2025 | 年第一次临时股东大会会议议程 | 4 | | 2025 | 年第一次临时股东大会会议议案 | 6 | | | 议案一：关于取消监事会的议案 6 | | | | 议案二：关于修订《公司章程》的议案 7 | | | | 议案三：关于修订及制定部分公司管理制度的议案 | 8 | 1 北京富吉瑞光电科技股份有限公司 2025 年第一次临时股东大会会议资料 北京富吉瑞光电科技股份有限公司 2025年第一次临时股东大会会议须知 北京富吉瑞光电科技股份有限公司（简称"公司"）为了维护全体股东的 合法权益，确保股东大会的正常秩序和议事效率，保证股东大会的顺利进行， 根据《中华人民共和国证 ...

Investment Rating - The report assigns a "Buy-A" investment rating to the company with a 12-month target price of 31.36 CNY, based on a projected PB of 4.5 times for 2026 [3][5]. Core Views - The company experienced a significant decline in revenue and net profit in the first half of 2025, with revenue of 115 million CNY, down 28.33% year-on-year, and a net loss of 19.92 million CNY compared to a profit of 9.62 million CNY in the same period last year [1]. - The delay in customer procurement plans and an increase in credit impairment losses have adversely affected short-term performance, although there was a slight improvement in performance from Q1 to Q2 of 2025 [1]. - The company is actively expanding its product matrix, introducing new products such as quantum encryption cameras and laser measurement systems, which are expected to open up long-term growth opportunities [2]. Financial Summary - The company forecasts net profits of 0.02 billion CNY, 0.25 billion CNY, and 0.34 billion CNY for the years 2025, 2026, and 2027, respectively, with growth rates of -86.76%, 1514%, and 37.43% [3]. - The projected revenue for 2025 is 276 million CNY, with a slight increase to 359 million CNY in 2026 and 437 million CNY in 2027 [4][8]. - The company maintains a high level of R&D investment, with R&D expenses of 22.34 million CNY in 2025, representing a 19.41% R&D expense ratio [2].

Core Points - The company is Beijing Fjr Optoelectronic Technology Co., Ltd., established as a joint-stock company based on the transformation of Beijing Fjr Optoelectronic Technology Co., Ltd. [3][4] - The company was registered on August 31, 2021, with the China Securities Regulatory Commission and issued 19 million shares of ordinary stock to the public [4][3] - The registered capital of the company is RMB 76 million [4] - The company aims to enhance its research, production, and management levels while providing professional products and services to customers [15][14] Company Structure - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [5] - The legal representative of the company is the chairman, who must be replaced within 30 days if they resign [4][5] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [4][5] Business Objectives and Scope - The company's business philosophy emphasizes technological advancement, quality, integrity, and proactive development [15] - The business scope includes technology services, development, consulting, import and export of goods, manufacturing of optoelectronic devices, and various electronic products [15][6] Share Issuance and Management - The company's shares are issued in the form of stocks, with each share having a face value of RMB 1 [16] - The company has issued a total of 76 million shares, all of which are ordinary shares [21][20] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [23][24] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of the company's operations [34][33] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [40][39] - The company must maintain transparency and provide necessary conditions for shareholders to exercise their rights [5][34] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [52][51] - Shareholders holding more than 10% of the shares can request the board to convene a temporary meeting [26][25]

Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in compliance with the new Company Law effective from July 1, 2024 [1][2] - The company will revise its Articles of Association to reflect the changes, including the removal of references to the supervisory board and the introduction of terms related to the audit committee [2][3] - The proposed changes to the Articles of Association will be submitted for approval at the company's first extraordinary general meeting in 2025 [3] Group 2 - The company plans to revise and establish several management systems to enhance corporate governance and ensure compliance with relevant laws and regulations [3][4] - Some of the revised management systems have already been approved by the board of directors, while others will require shareholder approval before becoming effective [4][5] - The company will publish the details of the revised management systems on the Shanghai Stock Exchange website [4]

Group 1 - The company, Fujirui, announced on August 29 that it will recognize asset and credit impairment provisions for the first half of 2025, which will reduce the consolidated profit by 11.8212 million yuan [1] - The impairment loss is based on the "Enterprise Accounting Standards" and the company's actual situation, aiming to reflect the asset status more accurately without changing accounting methods [1] - For the year 2024, Fujirui's revenue composition shows that infrared thermal imaging accounts for 95.92%, while other businesses account for 4.08% [1] Group 2 - As of the report date, Fujirui's market capitalization is 2.1 billion yuan [2]

Group 1 - The core viewpoint of the article highlights that Fujirui (SH 688272) held its second board meeting on August 28, 2025, to review the agenda including the 2025 semi-annual report and its summary [1] - For the fiscal year 2024, Fujirui's revenue composition shows that infrared thermal imaging accounted for 95.92% of total revenue, while other businesses contributed 4.08% [1] - As of the report, Fujirui's market capitalization stands at 2.1 billion yuan [2] Group 2 - The article mentions that nearly 120 brands and 1,600 vehicles are competing in the southwest region, indicating a significant market activity in the automotive sector [2] - The opening of the first A-level car exhibition in the second half of the year is expected to reshape the market dynamics for new energy vehicles [2]

Group 1 - The company, Fujire, announced that it will hold its first extraordinary general meeting of shareholders on September 18, 2025 [1] - The agenda for the meeting includes the proposal to cancel the supervisory board among other items [1]

Group 1 - The core point of the article is that 富吉瑞 (688272.SH) reported a significant decline in revenue and a net loss in its mid-year financial results for 2025 [1] Group 2 - The company achieved an operating revenue of 115 million yuan in the first half of 2025, representing a year-on-year decrease of 28.33% [1] - The net profit attributable to shareholders of the parent company was -19.92 million yuan, compared to a net profit of 9.62 million yuan in the same period last year [1] - The basic earnings per share were -0.26 yuan [1]

Group 1 - The core viewpoint of the article highlights the significant decline in the financial performance of Fujirey in the first half of 2025, with a revenue drop of 28.33% year-on-year and a net profit loss of 199.15 million yuan, representing a 307.01% decrease [1][2] - The basic earnings per share for the company was reported at -0.26 yuan, with a weighted average return on equity of -4.04% [2] - The company's gross margin for the first half of 2025 was 36.23%, down by 6.27 percentage points year-on-year, while the net margin was -17.31%, a decline of 23.30 percentage points compared to the same period last year [2] Group 2 - As of the end of the first half of 2025, the total number of shareholders increased to 4,819, a rise of 60.63% from the previous quarter, while the average market value per shareholder decreased by 37.28% to 426,600 yuan [3] - Fujirey specializes in the research, production, and sales of infrared thermal imaging products and systems, with its main business revenue composition being 43.32% from cores, 35.40% from thermal imagers, and 14.48% from other sources [3] - The company operates within the defense and military industry, specifically in military electronics, and is categorized under several concept sectors including micro-cap stocks, small-cap, military-civil integration, military electronics, and aerospace military [3]

第三条 本制度所称内部控制，是指公司董事会、高级管理人员及其他有 关人员为实现下列目标而提供合理保证的过程： 第二章 一般规定 第四条 公司设立审计部，对公司业务活动、风险管理、内部控制、财务 信息等事项进行监督检查。审计部对董事会负责，向董事会审计委员会报告工作。 1 （一）遵守国家法律、法规、规章及其他相关规定； （二）提高公司经营的效率和效果； （三）保障公司资产的安全； （四）确保公司财务报告信息披露的真实、准确、完整和公平。 北京富吉瑞光电科技股份有限公司 内部审计制度 第一章 总则 第一条 为规范北京富吉瑞光电科技股份有限公司（以下简称"公司"）内 部审计工作，明确内部审计机构和人员的责任，保证审计质量，明确审计责任， 促进经营管理，提高经济效益，根据《中华人民共和国审计法》《审计署关于内部 审计工作的规定》、上海证券交易所（以下简称"上交所"）《上海证券交易所科 创板股票上市规则》等法律、行政法规、部门规章及规范性文件以及《北京富吉 瑞光电科技股份有限公司章程》（以下简称"《公司章程》"）中的有关规定，结合 公司实际，制定本制度。 第二条 本制度所称内部审计，是指由公司内部审计部门或人员依据国家 ...