Summary of Key Points Core Viewpoint The announcement details the changes in the registered capital, the cancellation of the supervisory board, and the amendments to the company's articles of association and related systems by Zhejiang Fulai New Materials Co., Ltd. Group 1: Changes in Registered Capital - The company issued 4,290,180 A-share convertible bonds with a total amount of 429.018 million yuan, approved by the China Securities Regulatory Commission [1] - As of May 30, 2025, the total number of shares increased from 201,395,263 to 282,007,606, and the registered capital increased from 201,395,263 yuan to 282,007,606 yuan due to the conversion of bonds into shares [1][2] Group 2: Cancellation of Supervisory Board and Amendments - The company decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with relevant laws and regulations [2][3] - The company revised its articles of association and related systems to enhance corporate governance and operational norms [2][3] Group 3: Profit Distribution - The company approved a profit distribution plan at the 2024 annual general meeting, distributing a cash dividend of 1.50 yuan per 10 shares and increasing capital by 4 shares for every 10 shares held [1][2] - The total cash dividend distributed amounted to 29,882,735.40 yuan, and 79,687,294 shares were increased as part of the capital reserve [1][2]

Core Viewpoint - The company has established a comprehensive internal control system to prevent the misuse of funds by controlling shareholders and related parties, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: Internal Control and Regulations - The internal control system aims to regulate related transactions and prevent fund occupation by controlling shareholders and related parties [1] - The definition of fund occupation includes both operational and non-operational forms, such as payments for wages, benefits, and other expenses on behalf of controlling shareholders [2] - The regulations are legally binding for the company, shareholders, directors, and senior management [2][3] Group 2: Responsibilities and Oversight - The board of directors and senior management are responsible for safeguarding the company's funds and assets [3] - The chairman of the board is designated as the primary responsible person for preventing fund occupation [3] - The audit committee of the board is tasked with daily supervision of fund occupation behaviors [3][4] Group 3: Transaction Regulations - All related transactions with controlling shareholders must comply with the Shanghai Stock Exchange's regulations [4] - The company is prohibited from providing funds directly or indirectly to controlling shareholders for non-business purposes [4][5] - Any guarantees provided to controlling shareholders must be approved by the shareholders' meeting, with related shareholders abstaining from voting [6] Group 4: Monitoring and Reporting - The finance department is required to conduct regular checks on fund transactions involving controlling shareholders and report findings to the audit department [7] - In cases of fund occupation, the company must prioritize cash repayment and may explore financial innovations under legal conditions [8] - The company must establish a reporting system for monitoring fund occupation and related transactions, with quarterly and monthly checks [10] Group 5: Accountability and Penalties - Directors and senior management who violate regulations regarding fund occupation may face legal action initiated by shareholders [9] - The board will impose penalties on those who assist or condone fund occupation by controlling shareholders [9] - The company will pursue legal responsibility for any losses incurred by investors due to violations of these regulations [9][10]

Core Points - The company has established a compensation management system for its directors and senior management to enhance motivation and accountability [1][2] - The compensation system is designed to be competitive, reflecting the value of each position, and linked to the company's annual performance [1][3] - The compensation structure includes basic salary and performance bonuses, with the latter tied to annual performance results [2][3] Group 1: Principles of Compensation - The compensation system follows principles of competitiveness, alignment with job value, and integration with company performance [1][2] - It emphasizes a balance between short-term and long-term incentives, ensuring that rewards are linked to performance assessments [1][3] - The system also incorporates a principle of accountability, where compensation is tied to both rewards and penalties [1][2] Group 2: Compensation Structure and Management - The compensation and assessment committee is responsible for determining and reviewing the compensation standards for directors and senior management [2][3] - Directors' compensation is based on their specific roles and contributions, while independent directors receive fixed allowances approved by the shareholders [2][3] - The performance bonuses for senior management are based on annual performance evaluations, with payouts contingent on achieving set targets [3][4] Group 3: Payment and Adjustments - The timing and method of salary payments for directors and senior management are governed by the company's wage distribution policies [3][4] - The company reserves the right to reduce or withhold compensation in cases of misconduct or significant violations of regulations [4][5] - The compensation system is adaptable, allowing for adjustments based on market conditions and the company's operational needs [4][6]

浙江福莱新材料股份有限公司 董事、高级管理人员及相关人员 持有及买卖本公司股票管理办法 第一章 总则 第一条 为进一步加强对浙江福莱新材料股份有限公司（以下简称"公司" 或"本公司"）董事、高级管理人员持有及买卖本公司股票的管理，做好相应的 信息披露工作，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》"）、《上市公司董事和高 级管理人员所持本公司股份及其变动管理规则》、《上海证券交易所上市公司自 律监管指引第15号——股东及董事、高级管理人员减持股份》等法律、法规和规 范性文件，以及《浙江福莱新材料股份有限公司章程》（以下简称"公司章程"） 的有关规定，并结合本公司的实际情况，制定本办法。 第二条 本办法适用于本公司董事、高级管理人员所持本公司股份及其变动 的管理。 第三条 公司董事和高级管理人员所持本公司股份，是指登记在其名下的所 有本公司股份。公司董事和高级管理人员从事融资融券交易的，还包括记载在其 信用账户内的本公司股份。 第四条 公司董事和高级管理人员在买卖本公司股票及其衍生品种前，应知 悉《公司法》、《证券法》等法律、法规关于内幕交易、操纵市 ...

Core Points - The company has established a system to regulate financial assistance provided to external parties, aiming to prevent financial risks and enhance corporate governance [1][2] - Financial assistance includes loans and other forms of financial support, with specific exceptions outlined [1] - The approval process for providing financial assistance requires board or shareholder meeting review, focusing on the financial health and repayment ability of the recipient [2][3] Group 1: Financial Assistance Regulations - The company must sign agreements with recipients detailing the terms of financial assistance, including amount, duration, and liabilities [1] - Financial assistance cannot be provided to entities with overdue repayments or financial difficulties [2][6] - The board must evaluate the recipient's asset quality, operational status, industry outlook, and creditworthiness before approving assistance [2][3] Group 2: Approval and Oversight Procedures - Financial assistance exceeding 10% of the company's latest audited net assets requires additional shareholder approval [3][4] - The company’s finance department is responsible for assessing risks associated with the recipient's financial condition [5] - The audit department will review the compliance and repayment capacity of the recipient [5][6] Group 3: Information Disclosure - The company is obligated to disclose financial assistance details in accordance with relevant laws and regulations [6][7] - Any changes in the repayment status or financial difficulties of the recipient must be reported promptly [6][7] - The securities department is responsible for ensuring timely and accurate information disclosure [6][7]

Core Points - The article outlines the implementation rules for the cumulative voting system for the election of directors at Zhejiang Fulai New Materials Co., Ltd, aiming to enhance corporate governance and ensure shareholders' rights are fully exercised [1][2][4]. Group 1: Cumulative Voting System - The cumulative voting system allows shareholders to allocate their voting rights across the number of directors to be elected, enabling them to concentrate votes on a single candidate or distribute them among multiple candidates [1][2]. - The rules apply to the election or change of directors, including both independent and non-independent directors [1][2]. Group 2: Nomination of Director Candidates - The board of directors and shareholders holding more than 1% of the company's shares have the right to nominate candidates for non-employee representative directors, ensuring a separate election for independent directors [2]. - Nominees must provide detailed personal information and commit to fulfilling their responsibilities if elected [2][3]. Group 3: Voting and Election Process - The election process involves calculating votes based on the cumulative voting system, with separate elections for independent and non-independent directors to maintain the required proportion of independent directors [3][4]. - A candidate must receive more than half of the valid voting rights held by attending shareholders to be elected, with provisions for re-elections if the required number of directors is not met [4][5].

浙江福莱新材料股份有限公司 第一章 总则 第一条 为规范浙江福莱新材料股份有限公司（以下简称"公司" ）的关联交 "）等法律、法规和规范性文件，以及《浙 江福莱新材料股份有限公司章程》 （以下简称"公司章程" 易行为，保证公司关联交易的公允性，确保公司的关联交易不损害公司和全体股 东的利益，控制关联交易的风险，使公司的关联交易符合公平、公正、公开的原 则，根据《中华人民共和国公司法》 （以下简称"《公司法》 "）、 《上海证券交易所 股票上市规则》 （以下简称"《上市规则》 ）的有关规定，并结合 本公司的实际情况，制定本制度。 第二条 公司在确认和处理关联人之间的关联关系与关联交易时，应遵循并 贯彻以下原则： （一）必要原则，公司尽量避免或减少与关联人之间的关联交易； （二）平等、自愿、等价、有偿的原则，在确定关联交易价格时，公司应遵 循公平、公正、公开以及等价有偿的原则，必要时可聘请独立财务顾问或专业评 估机构发表意见和报告； （三）及时披露原则，对于发生的关联交易，公司应切实按相关规定及时履 行信息披露的义务； （四）回避原则，关联董事和关联股东在对关联交易进行表决时应当回避。 第三条 公司在处理与关联人 ...

General Provisions - The company establishes rules to ensure the board of directors operates within legal frameworks and company bylaws [1] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [1] - Directors' terms are calculated from their appointment until the current board's term ends [1] Composition and Powers of the Board - The board consists of eight directors, including three independent directors and one employee representative [2] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on business plans and investment proposals [2][3] - The board must establish strict review and decision-making procedures for external investments and significant transactions [2][4] Decision-Making Standards - Certain transactions must be submitted to the board for review if they exceed specified thresholds, such as 10% of total assets or net assets [4][5] - Transactions involving over 50% of total assets or net assets must be submitted to the shareholders' meeting for approval [4][5] Chairman's Powers - The chairman is responsible for convening and presiding over meetings and ensuring the execution of board resolutions [8] - The chairman has the authority to approve donations up to 1 million RMB without board approval [8] Meeting Procedures - The board must meet at least twice a year, with meetings called by the chairman [9] - Special meetings can be called under specific circumstances, such as shareholder or director requests [9][10] - Meeting notifications must include date, location, agenda, and other relevant details [9] Voting and Resolutions - A quorum requires more than half of the directors to be present, and resolutions must be passed by a majority [12] - Independent directors must exercise their powers according to relevant laws and regulations [13] - Meeting records must be maintained for at least ten years, including details of attendees and resolutions passed [14][15]

浙江福莱新材料股份有限公司 第一章 总则 第一条 为了规范浙江福莱新材料股份有限公司（以下简称"公司"）内部 审计工作，提高内部审计工作质量，保护股东合法权益，根据《中华人民共和国 公司法》 《中华人民共和国审计法》 《上海证券交易所股票上市规则》、 《浙江福莱 新材料股份有限公司章程》 （以下简称"《公司章程》"） 以及其他相关法律、 法规，结合公司的实际情况，制定本制度。 第二条 内部审计是指公司内部机构或人员，对其内部控制和风险管理的有 效性、财务信息的真实性和完整性以及经营活动的效率和效果等开展的一种评价 活动。 第三条 内部审计部门应当保持独立性，不得置于财务部门的领导之下，不 得与财务部门合署办公。 第四条 公司各内部机构、控股子公司应当配合内部审计部门依法履行职 责，提供必要的工作条件，不得妨碍内部审计部门的工作。 第二章 内部审计机构和人员 第五条 根据《公司章程》有关规定和管理监督的需要，公司设立内部审计 部，对公司内部控制制度的建立和实施、财务信息的真实性和完整性等情况进行 检查监督。内部审计部在审计委员会指导下独立开展审计工作，对审计委员会负 责，向审计委员会报告工作。 第六条 内部审计 ...

General Overview - The document outlines the management system for subsidiaries of Zhejiang Fulai New Materials Co., Ltd, aiming to enhance operational efficiency and risk control [1][2]. Subsidiary Management - The company defines subsidiaries as those included in the consolidated financial statements and controlled by the company [2]. - The management system is designed to establish effective control mechanisms over subsidiaries' operations, resources, and investments [4][5]. - Subsidiaries are required to implement management systems in accordance with the company's guidelines and are subject to supervision [5][6]. Organizational Management - The company is responsible for establishing governance structures for subsidiaries, including shareholder meetings and boards of directors [6][7]. - Company-appointed personnel in subsidiaries must adhere to legal and regulatory requirements and report on operational conditions regularly [8][9]. Operational and Investment Decision Management - Subsidiaries must comply with national laws and align their operational goals with the company's overall development strategy [14][15]. - Any significant transactions, such as asset purchases or external investments, require approval according to established protocols [19][20]. Human Resources and Compensation Management - Subsidiaries have autonomy in human resources management but must report hiring and termination activities to the company's HR department [22][23]. - Compensation and benefits management must align with relevant laws and company policies [23]. Financial Management - The company appoints financial leaders in subsidiaries, which must follow established financial management protocols [24][25]. - Subsidiaries are required to maintain accurate financial records and submit financial reports to the company [26][27]. Information Disclosure - Subsidiaries must report significant business and financial matters to the company's board secretary promptly [34][35]. - The chairman or executive director of the subsidiary is responsible for information disclosure, ensuring compliance with company policies [36][37]. Supervision and Audit - Subsidiaries are subject to regular audits to ensure compliance with laws and company policies [41][42]. - Upon receiving audit notifications, subsidiaries must cooperate fully and provide necessary documentation [43][44]. Performance Assessment and Penalties - Subsidiaries can develop performance assessment systems based on company guidelines [45]. - Violations of laws or regulations may result in penalties for responsible individuals within the subsidiary [46].