Group 1 - The board of directors of Guilin Fuda Co., Ltd. held its 26th meeting on August 11, 2025, with all 9 directors present, ensuring compliance with relevant laws and regulations [1][2] - The board approved the release of the 2025 semi-annual report and its summary, as well as a special report on the storage and actual use of raised funds for the first half of 2025, with unanimous support from all directors [2][3] - The company will abolish the supervisory board, transferring its powers to the audit committee of the board, in accordance with the new Company Law effective from July 1, 2024 [2][4] Group 2 - The company plans to amend its articles of association to remove references to the supervisory board and adjust terminology to align with the new Company Law, requiring shareholder approval for these changes [3][4] - The board has conducted a comprehensive review of existing governance systems and will revise certain regulations to enhance operational standards and governance structure [4][5] - The proposed governance system revisions and the cancellation of the supervisory board will be submitted for approval at the 2025 first extraordinary general meeting of shareholders [5]

Group 1 - The sixth session of the Supervisory Board of Guilin Fuda Co., Ltd. held its 18th meeting on August 11, 2025, confirming the legality and validity of the meeting procedures [1] - The Supervisory Board reviewed and approved the 2025 semi-annual report and its summary, stating that the report complies with relevant regulations and accurately reflects the company's operational and financial status [1][2] - The Supervisory Board confirmed that the use of raised funds complies with regulations and that there are no violations regarding the use of these funds [2] Group 2 - The company plans to abolish the Supervisory Board, transferring its powers to the Audit Committee of the Board of Directors, pending approval from the shareholders' meeting [3] - The current Supervisory Board will continue to fulfill its supervisory duties until the shareholders' meeting approves the abolition of the Supervisory Board [3]

Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on August 27, 2025, at 11:00 AM [1] - The meeting will take place at the company's premises in Guilin, specifically at the Yangtang Industrial Park [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system, with voting available from 9:15 AM to 3:00 PM on the day of the meeting [1][2] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same class of shares [3][4] - Duplicate votes through different methods will be counted based on the first vote cast [4] Attendance and Registration - Shareholders registered by the close of trading on August 20, 2025, are eligible to attend the meeting [5] - Registration for attendance will occur from August 21, 2025, with specific times and requirements outlined for both in-person and proxy attendees [5][6] Additional Information - The meeting is expected to last half a day, with attendees responsible for their own travel and accommodation costs [6] - Contact details for the company are provided for any inquiries related to the meeting [6]

Core Viewpoint - The company establishes a comprehensive investor relations management system to enhance communication with investors, protect their rights, and improve corporate governance [1][2]. Group 1: Investor Relations Management Objectives - The primary goal of investor relations management is to facilitate communication between the company and its investors, thereby increasing understanding and recognition of the company [1]. - The management aims to maximize overall company benefits while safeguarding investors' legal rights [1]. Group 2: Principles and Responsibilities - Investor relations management must comply with laws, regulations, and industry standards, ensuring ethical conduct and adherence to internal rules [1][2]. - The responsibilities of investor relations management include timely responses to investor inquiries and creating opportunities for small investors to participate [2]. Group 3: Communication Methods - The company will utilize various communication methods to engage with investors, emphasizing the use of the internet to enhance efficiency and reduce costs [2][3]. - Information that must be disclosed according to legal and regulatory requirements will be published promptly in designated newspapers and websites [2]. Group 4: Training and Management Structure - The company will provide training on investor relations management to all employees, particularly to senior management and department heads [2][3]. - The board chairman is the primary responsible person for investor relations management, with the board secretary overseeing the operations [2][3].

Core Viewpoint - The report outlines the fundraising and usage status of Guilin Fuda Co., Ltd. for the first half of 2025, detailing the non-public offering of shares and the management of raised funds, confirming that all funds have been utilized and accounts closed [1][2][3]. Fundraising Overview - In June 2021, the company raised a total of RMB 291 million through a non-public offering of 54,189,941 shares at RMB 5.37 per share, with net proceeds amounting to RMB 283.07 million after deducting issuance costs [1]. - As of June 30, 2025, the total amount used from the raised funds reached RMB 284.91 million, with all projects funded by these proceeds completed and accounts closed [2][5]. Fund Management - The company established a fundraising management system to ensure the proper storage, approval, usage, and supervision of the raised funds, adhering to principles of regulation, safety, efficiency, and transparency [2][3]. - A four-party supervision agreement was signed with Guizhou Bank and Guotai Junan Securities for managing the special account for raised funds, which has been executed without issues [3]. Project Investment Status - The funds were primarily allocated to the "New Energy Vehicle Electric Drive System High-Precision Gear Intelligent Manufacturing Project (Phase I)," which commenced production in July 2024 and has reached the expected usable state [4][6]. - The total investment in the project amounted to RMB 284.91 million, with no external transfers or replacements of the investment projects reported during the period [4][5]. Idle Fund Management - The company temporarily used RMB 10 million of idle funds to supplement working capital, which has since been fully returned to the special fundraising account by the end of 2024 [5][6]. - There were no instances of using excess funds for permanent working capital supplementation or loan repayments as of June 30, 2025 [5]. Conclusion of Fund Usage - All fundraising projects have been completed, and the remaining balance, including interest income, was transferred to the general account for permanent working capital [6][7].

桂林福达股份有限公司 董事、高级管理人员离职管理制度 （2025年8月） 第一章 总则 第一条 为规范桂林福达股份有限公司（以下简称"公司"）董事、高级管理人 员离职程序，确保公司治理结构的稳定性和连续性，维护公司及股东的合法权益， 公司根据《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》"）《上市公司治理准则》《上海证券交易 所股票上市规则》等法律法规及《桂林福达股份有限公司公司章程》（以下简称 "《公司章程》"）的有关规定，结合公司实际情况，制定本制度。 第二条 本制度适用于公司董事（含独立董事）、高级管理人员因任期届满、 辞职、被解除职务或其他原因离职的情形。 第三条 公司董事、高级管理人员离职管理应遵循以下原则： （一）合法合规原则：严格遵守国家法律法规、监管规定及《公司章程》的要求； （二）公开透明原则：及时、准确、完整地披露董事、高级管理人员离职相关信 息； （三）平稳过渡原则：确保董事、高级管理人员离职不影响公司正常经营和治理 结构的稳定性； （四）保护股东权益原则：维护公司及全体股东的合法权益。 第二章 离职情形与程序 第四条 公司董事、高级管 ...

Core Points - The document outlines the working system for independent director special meetings at Guilin Fuda Co., Ltd, aiming to enhance the decision-making process and responsibilities of independent directors [1][5] - Independent directors are obligated to act in the best interests of the company and all shareholders, ensuring compliance with relevant laws and regulations [1][2] Group 1 - Independent directors can convene special meetings as needed, with a notification period of three days, or immediately in urgent situations [2] - Special meetings can be held in person, via communication methods (including video or phone), or a combination of both [2] - A quorum for the special meeting requires attendance or proxy representation from at least two-thirds of independent directors [2][3] Group 2 - Certain matters must be discussed in special meetings and require majority approval from independent directors before being submitted to the board [3] - Independent directors have the authority to independently hire intermediaries for auditing or consulting on specific company matters [3][4] - The company must provide necessary support and resources for independent directors to fulfill their responsibilities effectively [4][5]

Core Points - The document outlines the external investment management system of Guilin Fuda Co., Ltd, aiming to standardize investment behavior, mitigate risks, and enhance investment efficiency [1][2] - The system is applicable to the company's wholly-owned and controlling subsidiaries, ensuring compliance with national regulations and company strategies [2][5] Investment Decision Authority - A specialized institution is designated to assess the feasibility, risks, and returns of major investment projects, reporting any anomalies to the board of directors [6] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, each operating within their legal and regulatory authority [7] - Investments meeting specific thresholds must be approved by the board and disclosed to shareholders, with defined asset and revenue criteria [8][9] Investment Management and Oversight - The board of directors is responsible for regularly monitoring the progress and effectiveness of major investments, addressing any deviations from planned investments [16] - The general manager leads the daily management of investment projects, ensuring proper oversight and decision-making in newly established companies [17][19] - Financial records of investment activities must be comprehensive and detailed, with separate accounts for each project [22][24] Investment Transfer and Recovery - The company can terminate or recover investments under certain conditions, such as project completion or financial insolvency [25][10] - Procedures for transferring investments require coordination among financial and legal departments to ensure compliance with relevant laws [26][27] Reporting and Disclosure - The company must adhere to strict information disclosure obligations regarding external investments, ensuring confidentiality among informed personnel [28][29] - Subsidiaries are required to provide accurate and timely information to the parent company for effective external disclosure [31]

General Provisions - The company establishes a Nomination Committee to enhance the scientific and democratic nature of the board election process and optimize the composition of the board [1][2] - The committee's resolutions must comply with the company's articles of association and relevant laws and regulations [1][2] Composition of the Committee - The committee consists of three directors, with more than half being independent directors [4] - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [4][5] Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing the qualifications of nominees [10][11] - The committee can propose nominations or dismissals of directors and appointments or dismissals of senior management to the board [11][12] Meeting Notifications and Procedures - Committee meetings can be held irregularly, and the convenor is responsible for calling and presiding over the meetings [17][18] - Meeting notifications must include the time, place, agenda, and contact information, and should be sent at least three days in advance [20][21] Voting and Decision-Making Procedures - A quorum of two-thirds of the committee members is required to hold a meeting, and decisions are made by a majority vote [23][28] - Voting is conducted by written ballot, and each member has one vote [34][36] Meeting Records and Resolutions - Meeting records must include the date, attendees, agenda, and voting results, and should be kept for at least ten years [41][9] - Resolutions are effective once announced by the meeting host and signed by attending members [37][38] Conflict of Interest - Committee members must disclose any direct or indirect interests related to the meeting agenda and should recuse themselves from voting if necessary [42][44] Miscellaneous Provisions - Any matters not covered by these rules will follow national laws and regulations, and the rules will be amended accordingly [46][48]

桂林福达股份有限公司 对外担保管理制度 （2025年8月修订） （四） 经营状况已经恶化、信誉不良，且没有改善迹象的； 第一条 为规范桂林福达股份有限公司（以下简称"公司"）对外担保行为，控制 公司经营风险，根据《中华人民共和国民法典》（以下简称"《民法典》"）、《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》"）、《上海证券交易所股票上市规则》（以下简称"《股 票上市规则》"）《上市公司监管指引第8号—上市公司资金往来、对外担保的监管要 求》《上海证券交易所上市公司自律监管指引第1号——规范运作》等有关法律、法规 及《桂林福达股份有限公司章程》（以下简称"《公司章程》"）的有关规定，制订 本制度。 第二条 本制度所称对外担保是指公司为他人提供的担保，包括公司对控股子公司 的担保。担保方式包括但不限于保证、抵押或质押。具体种类可能是银行借款担保、 银行开立信用证和银行承兑汇票担保、开具保函的担保等。 第三条 本制度适用于公司及公司控股子公司。公司控股子公司对于向公司合并报 表范围之外的主体提供担保的，应视同公司提供担保，公司应按照本制度执行。 第四条 股东 ...