独立董事工作制度 武汉凡谷电子技术股份有限公司 独立董事工作制度 （2025 年 8 月修订） 第一章 总 则 第一条 为了进一步完善公司治理结构，维护公司整体利益，提高公司决策 的科学性和民主性，根据《公司法》《上市公司独立董事管理办法》《深圳证券 交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》和《武汉凡谷 电子技术股份有限公司章程》（以下简称"《公司章程》"）等有关规定，制定 本制度。 第二条 本制度所称独立董事是指不在公司担任除董事外的其他职务，并与 公司及公司主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能 影响其进行独立客观判断关系的董事。 独立董事应当独立履行职责，不受公司及其主要股东、实际控制人等单位或 者个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照相关法 律法规、本制度和《公司章程》的要求，认真履行职责，维护公司整体利益，保 护中小股东合法权益。 第四条 公司设独立董事 3 名，其中包括 1 名会计专业人士。 公司董事会下设审计、战略、提名、薪酬与考核等相关专门委员会。公司董 事会审计委员会成员应为不在公司担任高级管理人员的董事，其中独 ...

Group 1 - The company is established as a joint-stock company in accordance with the Company Law and other relevant regulations, with independent legal status and self-financing capabilities [2][3] - The registered capital of the company is RMB 683,285,806, and it was approved to issue 53.8 million shares of common stock in November 2007 [3][4] - The company aims to become a leading core supplier in mobile communications, focusing on sustainable development and employee welfare [5][6] Group 2 - The company’s shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [6][7] - The total number of shares issued by the company is 683,285,806, with a share structure consisting of common stock [6][7] - The company can increase its capital through various methods, including issuing new shares, subject to shareholder approval [7][8] Group 3 - The company’s shareholders have rights to dividends, participate in shareholder meetings, and supervise company operations [13][14] - Shareholders holding more than 3% of shares for over 180 days can request to review the company's accounting books [15] - The company must protect the legal rights of its employees and engage in democratic management practices [4][19] Group 4 - The company’s board of directors is responsible for convening shareholder meetings and ensuring compliance with legal and regulatory requirements [46][52] - Shareholder meetings can be annual or temporary, with specific procedures for calling and conducting these meetings [48][54] - Proposals for shareholder meetings must meet certain conditions, including clarity and relevance to the company's operations [58][66]

General Principles - The rules are established to standardize the procedures of shareholder meetings for Wuhan Fangu Electronics Technology Co., Ltd. and to protect shareholder rights [3][6] - The company must strictly follow laws, regulations, and its articles of association when convening shareholder meetings [3][6] - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held once a year within six months after the end of the previous fiscal year [3][6] Convening Shareholder Meetings - The board of directors is responsible for timely convening shareholder meetings, and independent directors can propose temporary meetings [7][8] - If the board does not respond to a request for a temporary meeting within ten days, the audit committee can convene the meeting independently [8][9] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [8][9] Proposals and Notifications - Proposals for shareholder meetings must be within the scope of the meeting's authority and submitted in writing [12][13] - Shareholders holding more than 1% of shares can propose temporary items ten days before the meeting [11][12] - Notifications for meetings must include details such as time, location, agenda, and the rights of shareholders to attend and vote [16][17] Conducting Shareholder Meetings - The meetings should be conducted simply and without providing extra economic benefits to attendees [19][20] - All registered shareholders or their proxies have the right to attend and vote at the meetings [14][19] - The chairman of the board presides over the meeting, and if unavailable, a vice-chairman or a director elected by the majority will take over [16][18] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [34][36] - Related party shareholders must abstain from voting on transactions involving their interests [38][39] - The results of the voting must be announced immediately, and detailed records of the meeting must be kept [49][50] Execution of Resolutions - The board of directors is responsible for executing the resolutions made during the shareholder meetings [57][58] - The chairman monitors the execution of resolutions and may convene temporary board meetings to review the execution status [58] Amendments and Validity - The rules can be amended by the board of directors and must be approved by the shareholder meeting [31][32] - Any resolutions that violate laws or regulations are deemed invalid [28][29]

Core Points - The document outlines the rules for the board of directors of Wuhan Fanggu Electronics Technology Co., Ltd, aiming to standardize the decision-making process and improve efficiency [1][18] - The rules are based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][18] Group 1: Board Meeting Procedures - The board must hold at least two regular meetings each year [3] - Proposals for regular meetings should be formed after consulting all directors [4] - Temporary meetings can be called under specific circumstances, such as shareholder requests or proposals from a third of the directors [3][4] Group 2: Meeting Notifications and Attendance - Notifications for regular and temporary meetings must be sent out 10 days and 3 working days in advance, respectively [6] - Meetings require the presence of more than half of the directors to be valid [7] - Directors are encouraged to attend in person but can delegate their voting rights under certain conditions [8][9] Group 3: Voting and Decision-Making - Decisions are made based on a majority vote of the directors present, with each director having one vote [13][15] - Directors with conflicts of interest must abstain from voting on related matters [19] - If a proposal is not approved, it cannot be reconsidered within one month unless significant changes occur [15][22] Group 4: Documentation and Record-Keeping - Meeting records must include details such as date, attendees, agenda, and voting results [16][17] - The board secretary is responsible for maintaining all meeting documentation for a period of 10 years [28]

Core Points - The purpose of the remuneration management system is to enhance the motivation of directors and senior management, reflecting the principle of "responsibility, risk, and interest alignment" [2] - The remuneration system applies to directors and senior management as defined in the company's articles of association [2] - The remuneration and performance assessment principles are based on the company's economic benefits, with a comprehensive evaluation according to the annual business plan and individual work objectives [2][3] Summary by Sections Chapter 1: General Principles - The remuneration for directors and senior management consists of basic salary and performance-based rewards, with distribution based on the relative value of the position, market orientation, and alignment with long-term company interests [2] Chapter 2: Management Structure - The shareholders' meeting determines the remuneration for directors, while the board of directors decides on the remuneration for senior management [3] - The remuneration and assessment committee is responsible for drafting, supervising, and implementing the remuneration management system [3] Chapter 3: Composition and Standards of Remuneration - The remuneration is structured as an annual salary, which includes basic salary, performance salary, and long-term incentive income [3][4] - Basic salary is determined by factors such as position value, responsibility, capability, and market salary trends [4] - Performance salary is based on the company's economic performance and the efficiency and quality of senior management in achieving their work objectives [4][5] Chapter 4: Approval and Payment of Remuneration - Basic salary is paid monthly, calculated as the annual salary divided by 12 [5] - Performance salary is determined based on comprehensive evaluations conducted by the remuneration and assessment committee [5][6] Chapter 5: Assessment and Implementation Procedures - Directors and senior management must establish work objectives and plans at the beginning of the fiscal year, signing responsibility agreements [6] - The remuneration and assessment committee evaluates the performance of senior management based on these agreements and adjusts them if necessary due to significant changes in external conditions [6][7] Chapter 6: Supplementary Provisions - The remuneration management system is drafted by the remuneration and assessment committee and takes effect after approval by the shareholders' meeting [7]

Core Points - The article outlines the management measures for related party transactions of Wuhan Fangu Electronics Technology Co., Ltd, emphasizing fairness, transparency, and protection of shareholder interests [2][3][12]. Summary by Sections General Principles - The management measures are established in accordance with relevant laws and regulations to ensure that related party transactions do not harm the interests of the company and its shareholders [2]. - Related party transactions are defined as the transfer of resources or obligations between the company and its controlling subsidiaries with related parties [2]. Scope of Related Parties and Transactions - Related parties include both legal entities and natural persons that have significant control or ownership over the company [5][6]. - The types of related party transactions include asset purchases or sales, financial assistance, and various forms of service agreements [8]. Decision-Making Procedures - Transactions exceeding 30 million yuan or 5% of the company's latest audited net assets require shareholder approval [9]. - The board of directors must ensure that independent directors approve related party transactions before submission to the board [10]. Pricing of Related Transactions - Related party transactions should be priced based on market standards or independent third-party pricing when available [16]. - If no comparable market price exists, pricing can be based on reasonable costs plus profit margins [16]. Internal Control and Disclosure - The company must maintain an updated list of related parties and ensure that all transactions are reported and approved according to established procedures [14][18]. - Regular monitoring of ongoing related party transactions is required, with disclosures made in annual and semi-annual reports [21][27]. Violations and Penalties - Any violations of the management measures can lead to disciplinary actions, including civil liability or criminal prosecution for severe infractions [20][21].

第一条 为进一步规范武汉凡谷电子技术股份有限公司（以下简称"公司"） 募集资金的管理和运用，提高募集资金使用效率，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》"） 等有关法律、法规、部门规章、规范性文件以及《上市公司募集资金监管规则》 《深圳证券交易所股票上市规则》（以下简称"《股票上市规则》"）《深圳证券交 易所上市公司自律监管指引第 1 号——主板上市公司规范运作》 （以下简称"《规 范运作》"），并结合公司实际，制定本制度。 第二条 本制度所称募集资金是指公司通过发行股票或者其他具有股权性 质的证券，向投资者募集并用于特定用途的资金，不包括公司为实施股权激励计 划募集的资金。 本制度所称超募资金，是指实际募集资金净额超过计划募集资金金额的部分。 募集资金管理制度 武汉凡谷电子技术股份有限公司 募集资金管理制度 （2025 年 8 月修订） 第一章 总 则 第三条 募集资金投资项目通过本公司的子公司或本公司控制的其他企业 实施的，公司应当确保该子公司或控制的其他企业遵守本制度。 第四条 公司应当建立并完善募集资金存放、管理、使用、改变用途、监督 ...

Summary of Key Points Core Viewpoint - Wuhan Fangu Electronics Technology Co., Ltd. reported a significant decline in net profit and cash flow for the first half of 2025, despite a slight increase in revenue compared to the previous year. Financial Performance - The company's operating revenue for the reporting period was approximately 735.16 million yuan, representing a 6.25% increase from 691.88 million yuan in the same period last year [1]. - The net profit attributable to shareholders was approximately 1.77 million yuan, a drastic decrease of 94.07% from 29.91 million yuan in the previous year [1]. - The net profit after deducting non-recurring gains and losses was approximately -7.53 million yuan, reflecting a decline of 131.67% from 23.79 million yuan [1]. - The net cash flow from operating activities was approximately 46.77 million yuan, down 53.70% from 101.00 million yuan [1]. - Basic and diluted earnings per share were both 0.0026 yuan, a decrease of 94.06% from 0.0438 yuan [1]. - The weighted average return on net assets was 0.07%, down 1.09% from 1.16% [1]. Asset and Equity Position - Total assets at the end of the reporting period were approximately 2.93 billion yuan, a decrease of 4.76% from 3.07 billion yuan at the end of the previous year [3]. - The net assets attributable to shareholders were approximately 2.48 billion yuan, down 2.01% from 2.53 billion yuan [3]. Shareholder Information - The largest shareholder, Wang Lili, holds 27.87% of the shares, followed by Meng Qingnan with 7.38% and Meng Fanbo with 5.73% [3]. - The company has not experienced any changes in its controlling shareholder or actual controller during the reporting period [5]. Important Events - On March 12, 2025, the company approved an investment of 100 million yuan in Wuhan Guangju Microelectronics Co., Ltd. through a capital increase [5]. - As of March 25, 2025, the investment amount has been paid, but the necessary business registration changes have not yet been completed [5].

Meeting Overview - The 11th meeting of the 8th Board of Directors of Wuhan Fangu Electronics Technology Co., Ltd. was held on August 15, 2025, with all 8 directors present [1][2] - The meeting was chaired by Chairman Jia Xiongjie and complied with the relevant laws and regulations [1] Resolutions Passed - The board approved the proposal for the 2025 semi-annual asset impairment provision, which was reviewed by the audit committee [2] - The company plans to amend its articles of association to eliminate the supervisory board and transfer its powers to the audit committee [2][3] - The revised articles of association will take effect after approval at the 2025 first extraordinary general meeting [2][3] Governance Changes - The supervisory board will cease to function, and the rules governing the supervisory board will be abolished following the approval of the revised articles [3] - The company will rename and revise the "Shareholders' Meeting Rules" and "Board Meeting Rules" [4][5] - The independent director work system will also be revised [5][6] Financial Matters - The board approved a total credit line of RMB 490 million from various banks for working capital and other financial needs [7] - The detailed breakdown of the credit line includes amounts from several banks, with the largest being RMB 160 million from Minsheng Bank [7] Board Composition - Wang Bo has been nominated as a candidate for the board of directors to fill a vacancy left by a resigning director [7][8] - Wang Bo has extensive experience in software development and technology management, having joined the company in 2001 [8][9]

（文章来源：每日经济新闻） 武汉凡谷（SZ 002194，收盘价：13.41元）8月17日晚间发布半年度业绩报告称，2025年上半年营业收 入约7.35亿元，同比增加6.25%；归属于上市公司股东的净利润约177万元，同比减少94.07%；基本每股 收益0.0026元，同比减少94.06%。 ...