上海和辉光电股份有限公司 章 程 （草案） （H 股发行上市后适用） 目 录 第一章 总 则 公司由其前身上海和辉光电有限公司（以下简称"原公司"）整体 变更设立，原公司的所有权利义务均由公司承继；公司在上海市 市场监督管理局注册登记并取得《营业执照》 （统一社会信用代码： 公司承担民事责任后，依照法律或者本章程的规定，可以向有过 错的法定代表人追偿。 第一条 为维护上海和辉光电股份有限公司（以下简称"公司"）、股东、 职工和债权人的合法权益，规范公司的组织和行为，根据《中华 人民共和国公司法》（以下简称"《公司法》"）、《中华人民共 和国证券法》（以下简称"《证券法》"）、《香港联合交易所有 限公司证券上市规则》（以下简称"《香港上市规则》"）和其 他有关规定，制定本章程。 第二条 公司系依照《公司法》和其他有关法律、行政法规、部门规章的 规定设立的股份有限公司。 第三条 公司经上海证券交易所（以下简称"上交所"）审核并经中国证 券监督管理委员会（以下简称"中国证监会"）于 2021 年 4 月 6 日同意注册，初始向社会公众发行人民币普通股（以下简称"A 股"）2,681,444,225 股，于 2021 ...

Core Viewpoint - Hehui Optoelectronics (688538.SH) announced a plan for share reduction by several directors and senior management due to personal financial needs, with a total reduction not exceeding 351,600 shares, representing a maximum of 0.0025% of the company's total share capital [1] Group 1: Shareholding and Reduction Plans - Liu Huiran, the general manager, holds 463,000 shares (0.0034% of total shares) and plans to reduce holdings by up to 115,700 shares (0.0008%) [2] - Chen Zhihong, the deputy general manager, holds 364,289 shares (0.0026% of total shares) and plans to reduce holdings by up to 91,000 shares (0.0007%) [2] - Li Fengling, the chief accountant and board secretary, holds 315,000 shares (0.0023% of total shares) and plans to reduce holdings by up to 78,700 shares (0.0006%) [3] - Zhang Bin, another deputy general manager, holds 265,000 shares (0.0019% of total shares) and plans to reduce holdings by up to 66,200 shares (0.0005%) [3] Group 2: Company Background and Financials - Hehui Optoelectronics was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on May 28, 2021, with an initial highest price of 5.14 yuan, but the stock is currently in a state of decline [3] - The final number of shares issued during the IPO was 3,083,660,725 shares at a price of 2.65 yuan per share, raising a total of approximately 8.17 billion yuan, with a net amount of about 8.00 billion yuan after expenses [4] - The actual net fundraising amount was 1.998 billion yuan less than the originally planned 10 billion yuan, which was intended for expanding the sixth-generation AMOLED production line and supplementing working capital [4]

Core Points - The company, Everdisplay Optronics (Shanghai) Co., Ltd., was established through the overall change of its predecessor, Shanghai Hehui Optoelectronics Co., Ltd., and inherits all rights and obligations from the original company [2][3] - The company was registered with the Shanghai Municipal Market Supervision Administration and obtained a business license, with a registered capital of RMB 13,809,437,625 [3][4] - The company focuses on AMOLED display technology, aiming to maximize shareholder value and social value through innovation and independent research and development [4][5] - The company issued a total of 3,083,660,725 shares after the full exercise of the over-allotment option during its initial public offering on the STAR Market [3][4] Company Structure and Governance - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, supervisors, and senior management [3][4] - The chairman of the board serves as the legal representative of the company, and the company must appoint a new legal representative within 30 days if the current one resigns [3][4] - The company has established a party organization in accordance with the Communist Party of China’s regulations, providing necessary conditions for its activities [4] Share Issuance and Capital Management - The company’s shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [4][5] - The company can increase its capital through various methods, including issuing shares to unspecified or specific objects, and can also reduce its registered capital following legal procedures [5][6] - The company is prohibited from purchasing its own shares, except under specific circumstances outlined in its articles of association [5][6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, supervise the company’s operations, and transfer their shares in accordance with the law [10][11] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [13][14] - The company’s articles of association stipulate that shareholders holding more than 1% of shares can request the convening of a temporary shareholders' meeting [22][23] Decision-Making and Voting Procedures - The shareholders' meeting is the company’s decision-making body, responsible for electing directors and supervisors, approving financial reports, and making significant corporate decisions [47][48] - Resolutions can be passed by ordinary or special resolutions, with specific voting thresholds required for different types of decisions [81][82] - The company must ensure that the voting process is transparent, especially for matters affecting minority investors, and must disclose voting results promptly [35][36]

Core Viewpoint - Recent investments in display technology projects in Zhejiang Jiaxing and Anhui Huangshan highlight the growth potential in the TFT LCD, AMOLED, and automotive display sectors [1]. Group 1: Jiaxing Project - The Wan Chuang Intelligent Display Screen project in Jiaxing has a total investment of over 1 billion USD (approximately 7.20 billion RMB) [2][4]. - The project aims to produce 10 million units of TFT LCD and AMOLED display assemblies and 1 million sets of smart terminal semi-finished and finished products annually [4]. - Upon reaching full production, the project is expected to generate an annual output value of 650 million RMB [4]. Group 2: Huangshan Project - Anhui Yueda plans to invest 100 million RMB to establish an automotive display project in Huangshan [5]. - The company specializes in the research and manufacturing of OLED display modules and automotive industrial control display modules [5]. - The anticipated annual output value of the project upon completion is expected to reach 200 million RMB [5].

Core Insights - Chengdu High-tech Zone is experiencing robust growth in its digital cultural and creative industry, exemplified by the success of the "Nezha" film series, which ranks fifth in global box office history [1] - The region aims to become a world-class high-tech industrial park, with a projected GDP exceeding 340 billion yuan by 2024 [1] Industry Development - Chengdu High-tech Zone is focusing on three key industries: electronic information, pharmaceutical health, and digital economy, establishing a modern industrial system [2] - The launch of significant projects, such as the AMOLED production line with an investment of 63 billion yuan, is expected to position China as a leader in the OLED display sector [2] - The electronic information industry is expanding, with Chengdu leading in integrated circuits and flexible displays in Central and Western China [2] Pharmaceutical and Digital Economy - The pharmaceutical sector in Chengdu High-tech Zone ranks third nationally, housing over 3,900 companies, including major multinational firms [3] - The digital economy is thriving, with revenue from the sector exceeding 210 billion yuan in 2024, reflecting an 18% year-on-year growth [3] Innovation and Talent - Chengdu High-tech Zone has established a comprehensive innovation ecosystem, including 72 pilot testing platforms and a capital service system with over 323.6 billion yuan in funds [4][5] - The region has attracted over 800,000 talents, with more than 100,000 technology companies founded by these talents [5] Economic Growth and Business Environment - The opening of the first robot park in Western China aims to enhance the robotics industry and create a supportive environment for technology companies [6] - Chengdu High-tech Zone has implemented 35 initiatives to stimulate investment and improve the business environment, focusing on market expansion and cost reduction [6][7] - The area is home to 4,869 national high-tech enterprises and 142 specialized "little giant" companies, positioning it as a leader in Central and Western China [7]

Core Viewpoint - The partnership between Messer Group and Hefei New Station High-tech Zone aims to enhance the supply of bulk gases for the semiconductor display industry, thereby increasing foreign investment in the region [1][2]. Group 1: Project Overview - Messer plans to invest in a bulk gas station system project covering approximately 26,000 square meters with a total investment of 340 million yuan, expected to commence production in the second half of 2026 [2]. - The project will primarily supply bulk gas services for Visionox's 8.6-generation AMOLED production line, which has a total investment of 55 billion yuan [2]. Group 2: Company Background - Messer Group, established in 1898 and headquartered in Bad Soden, Germany, operates in the production of industrial gases, medical gases, and specialty gases, serving various industries including chemicals, healthcare, and electronics [2]. - The company's global sales revenue is projected to reach 4.5 billion euros in 2024 [2]. Group 3: Production Line Details - Visionox's 8.6-generation AMOLED production line is the world's first to utilize the FMM-free technology (ViP technology), with a designed capacity of 32,000 glass substrates per month [2]. - The production line targets medium-sized applications, including flat panels, laptops, and automotive displays, with glass substrate dimensions of 2290mm x 2620mm [2]. - As of March 10 this year, the project has completed over 35,000 pile foundation works and has entered the main construction phase [2].