第一章 总则 第一条 为保证法兰泰克重工股份有限公司（以下简称"公司"）与关联方之间 的关联交易符合公平、公正、公开的原则，确保公司的关联交易行为不损害公司 和非关联股东的合法权益，根据《中华人民共和国公司法》《中华人民共和国证 券法》《上市公司独立董事管理办法》《上海证券交易所股票上市规则》（以下 简称"《上市规则》"）、《上海证券交易所上市公司自律监管指引第 5 号—— 交易与关联交易》等有关法律、法规、规范性文件及《法兰泰克重工股份有限公 司章程》（以下简称"《公司章程》"）的有关规定，制定本管理办法。 第二条 公司与关联方之间的关联交易行为除遵守有关法律、法规、规范性文件 和《公司章程》的规定外，还需遵守本管理办法的有关规定。 第二章 关联方和关联关系 第三条 公司关联方包括关联法人和关联自然人。 第四条 具有以下情形之一的法人（或者其他组织），为公司的关联法人（或者 其他组织）： 法兰泰克重工股份有限公司 二〇二五年八月 法兰泰克重工股份有限公司 关联交易管理办法 （一）直接或者间接控制公司的法人（或者其他组织）； （二）由前项所述法人（或者其他组织）直接或者间接控制的除公司、控股 子公司及控制的其 ...

Core Points - The company, Eurocrane (China) Co., Ltd., was established on August 28, 2012, in accordance with the Company Law of the People's Republic of China [2] - The company is registered in Suzhou, Jiangsu Province, with a registered capital of RMB 398,700,736 [2] - The company aims to provide competitive products and services while focusing on innovation and sustainable development [4][5] Company Structure - The company is a public limited company with permanent existence, and its legal representative is the chairman [2][3] - The company has a board of directors and senior management, which includes the general manager, deputy general managers, and other specified personnel [3] Business Scope - The company operates in various sectors, including the research, production, and sales of lifting machinery, construction machinery, and automation systems [4][5] - It also engages in the development and sales of robotics, computer software and hardware, and provides consulting services [5] Share Issuance - The company issued 40 million shares to the public on December 28, 2016, approved by the China Securities Regulatory Commission [2] - The total number of shares issued by the company is 398,700,736, all of which are ordinary shares with a par value of RMB 1 per share [7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and the ability to supervise the company's operations [12] - Shareholders are required to comply with laws and regulations, and they are liable for the company's debts only to the extent of their shareholdings [16] Corporate Governance - The company has established rules for the convening and conducting of shareholder meetings, including the rights of shareholders to propose agenda items [22][27] - The board of directors is responsible for the management of the company and must report to the shareholders annually [32] Financial Management - The company can provide financial assistance for acquiring its shares under certain conditions, with a limit of 10% of the total issued capital [7][8] - The company must disclose information regarding significant transactions and financial assistance in accordance with the Securities Law [9][20]

Core Points - The company establishes rules to ensure the lawful rights of shareholders and the proper functioning of the shareholder meeting [1][2] - The shareholder meeting is the company's authority body, which must operate within the legal framework and the company's articles of association [1][4] - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year and can hold temporary meetings under specific circumstances [1][4] Shareholder Meeting Procedures - The company must convene a temporary shareholder meeting within two months if certain conditions arise, such as insufficient board members or significant shareholder requests [2][4] - Independent directors can propose a temporary meeting, and the board must respond within ten days [2][5] - If the board fails to act, the audit committee can convene the meeting [3] Proposals and Voting - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [5][6] - Proposals can be made by the board, audit committee, or shareholders holding at least 1% of shares [6][7] - Proposals must be submitted in writing and disclosed to shareholders within two days [6][7] Meeting Notifications - Notifications for annual meetings must be sent 20 days in advance, while temporary meetings require 15 days' notice [11][12] - Notifications must include meeting details, agenda items, and the rights of shareholders to attend and vote [11][12] Meeting Conduct - The meeting must be held at the company's registered address or another designated location, allowing for remote participation if feasible [12][13] - The meeting must be presided over by the chairman or designated representatives, ensuring order and addressing shareholder inquiries [15][16] Voting and Resolutions - Voting is conducted by registered shareholders, with each share carrying one vote [20][21] - Resolutions require a simple majority for ordinary decisions and a two-thirds majority for special resolutions [20][21] - The results of the voting must be recorded and disclosed to shareholders promptly [21][24] Record Keeping - Detailed minutes of the meeting must be maintained, including attendance, proposals, discussions, and voting outcomes [22][24] - The minutes must be signed by relevant parties and preserved for ten years [22][24] Amendments to Rules - The rules may be amended if they conflict with changes in laws or regulations, or if decided by the shareholder meeting [25]

General Overview - The company establishes rules to clarify the responsibilities and authority of the board of directors, ensuring efficient operation and scientific decision-making [1][2] Board Responsibilities - The board of directors is a permanent institution responsible for executing shareholder resolutions and safeguarding the interests of the company and all shareholders [1] - The board must act within the scope defined by laws, regulations, and the company's articles of association, treating all shareholders fairly [1] Board Structure - The board includes a board office responsible for daily affairs, document management, and maintaining board seals [1][2] - A board secretary is appointed to prepare meetings, manage documents, and handle information disclosure [2] Meeting Procedures - The board holds two regular meetings annually to review annual and semi-annual performance [2][3] - Temporary meetings can be called under specific circumstances, such as requests from shareholders or directors [3][4] Proposal Submission - Proposals for meetings must be clear and within the board's authority, with supporting materials submitted alongside [4][5] - The chairman has the discretion to determine whether to submit proposals for board review [5] Meeting Notifications - Regular meetings require a ten-day notice, while temporary meetings require a five-day notice, unless urgent circumstances arise [6][7] Meeting Conduct - Meetings are primarily held in person, but can also utilize video or telephonic means [9] - A quorum requires the presence of more than half of the directors [9][10] Voting Procedures - Voting is conducted by a show of hands or written ballots, with options for approval, disapproval, or abstention [12][13] - Decisions require a majority vote, with specific rules for related party transactions [14][15] Record Keeping - Meeting resolutions and records must be documented and signed by attending directors, with records maintained by the board secretary for ten years [15][16] Non-Physical Meeting Rules - Non-physical meetings must ensure clear communication among directors, with provisions for oral voting and subsequent written confirmation [17][18]

法兰泰克重工股份有限公司 二零二五年八月 法兰泰克重工股份有限公司 期货和衍生品交易管理制度 第一章 总则 第一条 为加强法兰泰克重工股份有限公司（以下简称"公司"） 市值管理 工作，进一步规范公司市值管理行为，切实推动公司投资价值提升，增强投资者 回报，维护投资者利益，根据《中华人民共和国公司法》《中华人民共和国证券 法》 （四）常态性原则：公司应以长期发展为导向，坚持持续性、常态化的开展 市值管理工作，从而维护公司市值的稳定和增长。 （五）诚实守信原则：公司在市值管理活动中应当注重诚信、坚守底线、担 当责任，营造良好的市场生态。 第二章 市值管理的机构与职责 第四条 市值管理工作由董事会领导、公司经营管理层参与、董事会秘书具 体负责。董事会办公室是市值管理工作的具体执行部门，公司其他职能部门及下 属子公司应当积极支持与配合市值管理相关工作，共同参与公司市值管理体系建 法兰泰克重工股份有限公司 期货和衍生品交易管理制度 设。公司的股东、高级管理人员可以对市值管理工作提出书面的建议或措施。 《上海证券交易所股票上市规则》 《上市公司监管指引第 10 号——市值管理》 等法律法规、规范性文件和《法兰泰克重工股份 ...

Core Viewpoint - The legal opinion letter from Grandall Law Firm (Shanghai) regarding the adjustment of the 2024 stock option and restricted stock incentive plan of Falan Tech Heavy Industry Co., Ltd. confirms that the company has complied with relevant laws and regulations in the implementation of its incentive plan [1][2][4]. Group 1: Approval and Authorization of the Incentive Plan - The company held its fourth board meeting on March 25, 2024, where it approved the draft of the 2024 stock option and restricted stock incentive plan [5]. - On April 25, 2024, the company held its fourth board meeting and approved the adjustment of the incentive plan and the granting of stock options and restricted stocks to the incentive targets [6]. - The company held its fifth board meeting on August 23, 2024, where it approved the adjustment of the incentive plan and the cancellation of certain stock options and repurchase of restricted stocks [6]. Group 2: Specifics of the Incentive Plan Adjustment - The adjustment of the incentive plan was authorized by the shareholders' meeting, allowing the board to manage and adjust the plan [7]. - The repurchase price of the restricted stocks was adjusted from 3.93 yuan per share to 3.70 yuan per share, and the exercise price of the stock options was adjusted from 6.43 yuan per share to 6.20 yuan per share [8]. Group 3: Cancellation and Repurchase of Stock Options - The company plans to cancel 123,200 stock options and repurchase 29,750 restricted stocks due to the departure of four incentive targets [9]. - The repurchase price for the restricted stocks is set at 3.70 yuan per share, and the funding for this repurchase will come from the company's own funds [9]. Group 4: Conclusion and Compliance - The legal opinion concludes that the company has fulfilled the necessary approval and decision-making procedures for the adjustment and cancellation of the incentive plan [10]. - The basis, quantity, price, and funding source for the cancellation and repurchase of stock options and restricted stocks comply with relevant laws and regulations [10].

Core Viewpoint - The company has adjusted its 2024 stock option and restricted stock incentive plan, lowering the repurchase price of restricted stock and the exercise price of stock options to enhance employee motivation and align interests with shareholders [1][9]. Decision Process and Disclosure - The board of directors approved the adjustments during the seventh meeting of the fifth board on August 21, 2025, following the authorization from the first extraordinary general meeting of shareholders in 2024 [1][2]. - The supervisory board also reviewed and approved the relevant proposals regarding the incentive plan [2][4]. Adjustments Made - The repurchase price for restricted stock has been adjusted from 3.93 CNY per share to 3.70 CNY per share [1][8]. - The exercise price for stock options has been adjusted from 6.43 CNY per share to 6.20 CNY per share [1][9]. Impact of Adjustments - The adjustments to the incentive plan comply with relevant regulations and will not have a substantial impact on the company's financial status or operating results [9][10]. Supervisory Board Opinion - The supervisory board confirmed that the adjustments align with the regulations and have followed necessary procedures, ensuring no harm to shareholder interests [9][10]. Legal Opinion - The legal counsel concluded that the company has fulfilled necessary approval and decision-making processes for the adjustments and cancellations related to the incentive plan [10].

Core Viewpoint - The company announced the cancellation of stock options and the repurchase of restricted stocks due to the departure of four incentive targets, which is in accordance with its stock incentive plan and relevant regulations [1][8][9]. Summary by Sections Stock Options and Restricted Stocks - The number of stock options canceled is 123,200 [1][8]. - The number of restricted stocks repurchased and canceled is 29,750 shares [1][8]. - The repurchase price for the restricted stocks is set at 3.70 yuan per share [8]. Decision-Making Process - The decision was made during the fifth board meeting held on August 21, 2025, where the relevant proposals were reviewed and approved [1][8]. - The supervisory board also reviewed and approved the proposals related to the stock option and restricted stock incentive plan [2][9]. Impact on Share Structure - Before the cancellation, the number of restricted shares was 978,600, which will decrease to 948,850 after the repurchase [8]. - The total share capital will decrease from 398,700,736 shares to 398,670,986 shares following the cancellation [8]. Compliance and Legal Opinions - The supervisory board confirmed that the cancellation of stock options and repurchase of restricted stocks complies with relevant laws and regulations, and the decision-making process was legal and compliant [9]. - The legal opinion from the law firm confirmed that the company followed necessary procedures for the adjustment and cancellation of the incentive plan [10].

Group 1 - The company announced the cancellation of stock options and the repurchase of restricted stocks due to the departure of four incentive targets, totaling 29,750 shares [1][2] - Following the repurchase, the company's total share capital will decrease by 29,750 shares, resulting in a reduction of registered capital by 29,750 yuan [1] - The company is notifying creditors about the capital reduction, allowing them to claim debts or request guarantees within specified timeframes [2] Group 2 - Creditors must submit relevant documents to declare their claims, including contracts and identification, within 30 days of notification or 45 days from the announcement date [2] - The company emphasizes that failure to declare claims within the specified period will not affect the validity of the creditors' rights [2]

第三节 重要事项 公司应当根据重要性原则，说明报告期内公司经营情况的重大变化，以及报告期内发生的对公司 经营情况有重大影响和预计未来会有重大影响的事项 □适用 √不适用 | 法兰泰克重工股份有限公司2025 | 年半年度报告摘要 | | | | | --- | --- | --- | --- | --- | | 公司代码：603966 | 公司简称：法兰泰克 | | | | | 法兰泰克重工股份有限公司 | | | | | | 法兰泰克重工股份有限公司2025 | 年半年度报告摘要 | | | | | 第一节 | 重要提示 | | | | | 展规划，投资者应当到 www.sse.com.cn | 网站仔细阅读半年度报告全文。 | | | | | 完整性，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 | | | | | | | | | | 不适用 | | 第二节 | 公司基本情况 | | | | | 公司股票简况 | | | | | | 股票种类 股票上市交易所 | 股票简称 | 股票代码 | 变更前股 | | | | | | | 票简称 | | 上海证券交易所 | 法兰泰克 | 603 ...