一、取消监事会情况 根据《中华人民共和国公司法》《关于新〈公司法〉配套制度规则实施相关 过渡期安排》《上市公司章程指引》等法律法规、规范性文件的规定，公司将不 再设置监事会或监事，监事会的职权由董事会审计委员会行使，《法兰泰克重工 股份有限公司监事会议事规则》相应废止，公司各项规章制度中涉及监事会、监 事的规定不再适用，公司第五届监事会及监事履行职责至公司股东大会审议通过 该议案之日止。 证券代码：603966 证券简称：法兰泰克 公告编号：2025-054 法兰泰克重工股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 五届董事会第七次会议审议通过了《关于取消监事会、增加注册资本及修订 <公> 司章程>并办理工商变更登记的议案》，拟对《法兰泰克重工股份有限公司章程》 （以下简称"公司章程"）部分条款进行修订，并提请公司股东大会授权公司法 定代表人或其授权代理人办理相应的工商变更登记、备案手续。 换为公司普通股股票，由公司可转债转股形成的股份数量 36,896,041 股。 公司于 2025 年 4 月 25 日召开 ...

General Provisions - The company establishes a Nomination Committee to regulate the selection of leadership personnel and optimize the composition of the board of directors [1][2] - The Nomination Committee is responsible for proposing candidates for directors and senior management, and it reports directly to the board of directors [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with a majority being independent directors who also serve as the convener [2][3] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2][3] Responsibilities and Authority - The committee is tasked with drafting selection criteria and procedures for directors and senior management, and it reviews candidates' qualifications [2][8] - It proposes nominations for directors and appointments or dismissals of senior management to the board [2][8] Decision-Making Procedures - The committee conducts research on the qualifications for new directors and senior management, and submits its decisions to the board for approval [2][10] - The selection process includes communication with relevant departments, searching for candidates, and conducting qualification reviews [3][4] Meeting System - The committee holds meetings as needed, with a requirement for two-thirds of members to be present for decisions to be valid [5][12] - Meeting records must be kept for at least ten years, documenting key details such as date, participants, and voting results [6][19] Supplementary Provisions - The implementation rules take effect upon approval by the board and are subject to relevant national laws and regulations [7][22] - The board holds the authority to interpret these rules [7][24]

Core Points - The article outlines the futures and derivatives trading management system of Falan Tech Heavy Industry Co., Ltd, emphasizing the need for risk management and compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The company must adhere to principles of legality, prudence, safety, and effectiveness in futures and derivatives trading [2] - The company is prohibited from using raised funds for futures and derivatives trading [2] Group 2: Trading Types and Risk Management - The company can only engage in hedging activities related to its production and operations, ensuring that the types, scale, and duration of futures and derivatives align with the risks being managed [2][5] - Hedging activities include selling existing inventory, hedging fixed-price contracts, hedging floating-price contracts, and managing expected procurement and production volumes [5][6] Group 3: Management Structure and Responsibilities - The Board of Directors' Audit Committee is responsible for reviewing the necessity and feasibility of futures and derivatives trading [4] - The finance department manages the operational aspects of trading, including feasibility analysis, planning, and risk assessment [4][6] Group 4: Decision-Making and Operational Management - All futures and derivatives trading must be approved by the Board of Directors, with certain transactions requiring shareholder approval if they exceed specified thresholds [5][6] - The company can authorize the chairman or designated personnel to implement and manage trading activities after board approval [6] Group 5: Information Management and Disclosure - All personnel involved in trading must comply with confidentiality protocols, and the company must ensure that all trading activities are disclosed in accordance with regulatory requirements [6][7] - The finance department is responsible for tracking market prices and assessing risks associated with trading activities [8] Group 6: Risk Handling - In the event of significant anomalies in trading activities, the finance center must submit an analysis report and proposed solutions to the Board of Directors for immediate discussion [9]

Core Points - The article outlines the implementation rules for the Audit Committee of the Board of Directors of Falan Tech Heavy Industry Co., Ltd, aimed at enhancing decision-making and ensuring effective supervision of the management team [1][2] Group 1: General Provisions - The Audit Committee is established to strengthen the decision-making function of the Board and ensure effective supervision over the management [1] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][2] Group 2: Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, and the convener must be a professional accountant [2][3] - The committee members must not hold senior management positions within the company [2] Group 3: Responsibilities and Authority - The main responsibilities include reviewing financial reports, supervising external and internal audits, and ensuring the integrity of financial disclosures [3][4] - The committee must propose the hiring or replacement of external auditors and evaluate their fees and terms [3][4] Group 4: Internal Audit Oversight - The Audit Committee oversees the internal audit department, ensuring its independence and effectiveness in evaluating internal controls [6][7] - The internal audit department must report directly to the Audit Committee and is responsible for assessing the integrity of financial information and compliance with regulations [6][7] Group 5: Meeting Procedures - The Audit Committee is required to meet at least quarterly, with provisions for special meetings as necessary [12][13] - A quorum of two-thirds of the members is required for meetings, and decisions must be made by a majority vote [12][13] Group 6: Reporting and Disclosure - The Audit Committee must disclose its annual performance and activities alongside the company's annual report [12][8] - Any significant issues identified in financial reports must be reported to the Shanghai Stock Exchange [5][7]

Core Points - The document outlines the fundraising management system of Falan Tech Heavy Industry Co., Ltd, aiming to standardize the management of raised funds, improve usage efficiency, and protect investor interests [1][2][3] Fundraising Overview - Fundraising refers to the capital raised through public offerings of securities, including IPOs, rights issues, and convertible bonds, excluding funds raised for equity incentive plans [1] - Upon receipt of funds, the company must promptly conduct verification procedures and may open dedicated accounts for large amounts, ensuring funds for the same project are stored in the same account [2][3] Fund Storage Management - Funds must be stored in dedicated accounts approved by the board and cannot be mixed with other funds or used for non-designated purposes [3][4] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of fund receipt [4][5] Fund Usage Management - Funds should primarily be used for main business operations and cannot be used for financial investments or to benefit related parties [6][7] - Any changes to the investment plan must be disclosed, and if significant issues arise, the company must announce them promptly [7][8] Fund Usage Supervision - The finance department must maintain a detailed ledger of fund usage, and internal audits should occur quarterly [15][16] - The board must report any discrepancies in fund usage and ensure compliance with the established management system [15][16] Changes in Fund Direction - Changes to the investment projects must be approved by the board and disclosed, ensuring that new projects align with the company's main business [9][10] - If funds are to be redirected for new projects, a feasibility analysis must be conducted, and the board must ensure that the changes enhance competitiveness and mitigate risks [10][11] Reporting and Disclosure - The company must disclose the status of fund usage in annual and semi-annual reports, including any changes in investment plans and the rationale behind them [16][17] - Any significant changes in fund management or usage must be reported to the stock exchange within two trading days [17][18]

Core Points - The company establishes a system to ensure the independent operation of its board and protect the rights of all shareholders, especially minority shareholders [1] - Independent directors must not hold any other positions within the company and should maintain independence from major shareholders and actual controllers [1][3] - The company will have three independent directors, including one with accounting expertise, who must meet specific qualifications [2] Summary by Sections Independent Director Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must have sufficient time to fulfill their duties [2] - They must possess relevant qualifications, including a CPA license or advanced degrees in accounting, auditing, or financial management [2] Independence Requirements - Individuals with direct or indirect interests in the company, such as major shareholders or their relatives, cannot serve as independent directors [3][4] - Independent directors must conduct annual self-assessments of their independence and submit reports to the board [4] Nomination and Election - The board or shareholders holding over 1% of shares can propose independent director candidates, who must be approved by the shareholders' meeting [5] - Candidates must provide consent and disclose their qualifications and any potential conflicts of interest [5] Term and Attendance - Independent directors serve the same term as other directors, with a maximum of six consecutive years [6] - They must attend board meetings in person or delegate another independent director if unable to attend [6] Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [7] - They have special rights, including hiring external consultants and proposing meetings [7][8] Meeting Procedures - Independent directors must hold special meetings to discuss significant matters, and decisions require a majority agreement [9][10] - Meeting records must be maintained, and independent opinions on major issues should be documented [11] Support and Resources - The company must provide independent directors with necessary resources and support to fulfill their duties [12][13] - Independent directors are entitled to reasonable compensation, which must be disclosed in the annual report [13] Implementation and Amendments - The system will take effect upon approval by the shareholders' meeting and can be amended as necessary [14]

Core Viewpoint - The article outlines the external guarantee system of Falan Tech Heavy Industry Co., Ltd., detailing the management, approval processes, and compliance requirements for external guarantees provided by the company and its subsidiaries [1][2][3]. Group 1: General Provisions - The external guarantee refers to the company providing guarantees for debts owed by debtors to creditors, which includes forms such as guarantees, mortgages, and pledges [1]. - The system applies to both the company and its subsidiaries, including wholly-owned and controlled subsidiaries [2]. - The total amount of external guarantees includes guarantees provided by the company for its controlled subsidiaries [2]. Group 2: Regulations for External Guarantees - A multi-layered review system is implemented for external guarantee management, involving the finance department for initial review and daily management, and the board secretary for compliance review [3][4]. - External guarantees must be uniformly managed by the company, and subsidiaries cannot provide guarantees without company approval [4][5]. - The company must verify the creditworthiness of the guaranteed party and assess the risk before providing guarantees, especially for guarantees involving major shareholders or related parties [3][5]. Group 3: Approval Process - Certain external guarantees require board approval and must be submitted to the shareholders' meeting if they exceed specified thresholds related to the company's net assets or total assets [3][4]. - The board must approve external guarantees with a majority vote, and specific conditions apply for guarantees involving related parties [4][5]. - The company can estimate future guarantee amounts for subsidiaries and submit them for shareholder approval if frequent agreements are needed [5][6]. Group 4: Daily Management and Risk Control - Written contracts must be established for external guarantees, and the finance department is responsible for the daily management and record-keeping of these guarantees [7][8]. - The company must monitor the financial status of the guaranteed party and report any significant adverse changes to the board [8][9]. - If a guaranteed debt matures and requires extension, it must be treated as a new guarantee and follow the approval process [9][10]. Group 5: Legal Responsibilities - All directors are responsible for reviewing external guarantees according to the established system and may bear joint liability for any losses resulting from improper guarantees [10][11]. - The company must take corrective actions for any violations of the guarantee system and pursue accountability for responsible personnel [10][11].

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]