Group 1 - The company held its first meeting of the fourth board of directors on August 12, 2025, with all eight directors present, complying with relevant laws and regulations [1] - The board unanimously elected Mr. Cen Guojian as the chairman of the fourth board of directors, with a term aligned with the current board [2] - The board approved the election of various specialized committee members, with all votes in favor [2] Group 2 - Mr. Cen Guojian was appointed as the general manager of the company, with a term matching that of the current board [2][3] - The board appointed Mr. Fang Xinhao, Ms. Wu Xujun, and Mr. Xu Jiake as vice general managers, also with terms aligned with the current board [2][3] - Ms. Wu Xujun was appointed as the board secretary, and Mr. Fang Xinhao as the financial director, both with terms matching the current board [3] Group 3 - The board appointed Mr. Qi Youfeng as the internal audit head, with a term aligned with the current board [3] - Ms. Zhou Yangjun was appointed as the securities affairs representative, with a term matching that of the current board [4] - The board approved the revision and formulation of several internal management systems to align with governance structure adjustments and regulatory updates [4]

Meeting Details - The meeting was held on August 12, 2025, at 14:30, with both on-site and online voting options available [1] - A total of 489 shareholders participated, representing 93,402,734 shares, which is 47.5277% of the total voting shares [1] Voting Participation - Of the participating shareholders, 3 attended in person, representing 90,605,267 shares (46.1042% of total voting shares) [2] - 486 shareholders voted online, representing 2,797,467 shares (1.4235% of total voting shares) [2] - Among small shareholders, 487 participated, representing 4,281,884 shares (2.1788% of total voting shares) [2] Election Results - The meeting elected four non-independent directors: Mr. Cen Guojian, Ms. Cen Tingting, Ms. Wu Xujun, and Ms. Yu Dandan, for a term of three years [2][3] - The total votes in favor for the non-independent directors were 92,871,279 shares, accounting for a majority of the votes cast [2] - The independent directors elected were Ms. Zhou Yanling, Mr. Tong Qun, and Mr. Zhou Zhong, also for a term of three years [4] - The total votes in favor for the independent directors were 92,867,872 shares, indicating strong support [4] Special Resolutions - A special resolution was passed with 93,363,021 shares in favor, representing 99.9575% of the votes cast [6] - The resolution received minimal opposition, with only 20,593 shares against it [6] Legal Compliance - The meeting and voting procedures were confirmed to be in compliance with relevant laws, regulations, and the company's articles of association [7]

法律意见书 浙江天册律师事务所 关于 宁波中大力德智能传动股份有限公司 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于宁波中大力德智能传动股份有限公司 法律意见书 编号：TCYJS2025H1339 号 致：宁波中大力德智能传动股份有限公司 浙江天册律师事务所（以下简称"本所"）接受宁波中大力德智能传动股份有 限公司（以下简称"中大力德"或"公司"）的委托，指派本所律师参加公司 2025 年第一次临时股东会，并根据《中华人民共和国证券法》以下简称（"证券法"）、 《中华人民共和国公司法》（以下简称"公司法"）和中国证券监督管理委员会关 于《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和其他 有关规范性文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东会表决程序及表决结果的合法有 效性发表意见，不对会议所审议的议案内容和该等议案中所表述的事实或数据的 真实性和准确性发表意见。 本法律意见书仅供 2025 年第一次临时股东会之目的使用。本 ...

Core Viewpoint - The company has completed the election of its fourth board of directors and appointed senior management, internal audit head, and securities affairs representative, ensuring compliance with relevant regulations and maintaining a balanced board structure [1][2][4]. Board Composition - The fourth board of directors consists of 8 members, including 3 independent directors, with a term of three years starting from the date of approval by the first extraordinary general meeting of shareholders in 2025 [1][2]. - The chairman of the board is Mr. Cen Guojian, with other non-independent directors including Ms. Cen Tingting, Ms. Wu Xujun, Mr. Fang Xinhao, and Ms. Yu Dandan [1][2]. Senior Management Appointments - The company appointed Mr. Cen Guojian as General Manager, with Mr. Fang Xinhao, Mr. Wu Xujun, and Mr. Xu Jiake as Deputy General Managers [2][3]. - Ms. Wu Xujun was appointed as the Board Secretary, and Mr. Fang Xinhao also serves as the Chief Financial Officer [2][3]. Specialized Committees - The specialized committees of the fourth board include: - Strategy Committee: Chairman Mr. Cen Guojian, members Mr. Tong Qun and Mr. Zhou Zhong - Nomination Committee: Chairman Mr. Zhou Zhong, members Mr. Tong Qun and Ms. Wu Xujun - Compensation and Assessment Committee: Chairman Ms. Zhou Yanling, members Mr. Tong Qun and Mr. Fang Xinhao - Audit Committee: Chairman Ms. Zhou Yanling, members Mr. Zhou Zhong and Ms. Yu Dandan [2]. Internal Audit and Securities Affairs - Mr. Qi Youfeng was appointed as the internal audit head, with a term aligned with the current board [3]. - Ms. Zhou Yangjun was appointed as the securities affairs representative, assisting the board secretary [3]. Departures from the Board - Following the board election, non-independent directors Ms. Zhou Guoying and Ms. Hu Qing, as well as Mr. Zhong Degang, have stepped down from their positions [4]. - The company expressed gratitude for their contributions during their tenure [4].

宁波中大力德智能传动股份有限公司 舆情管理制度 宁波中大力德智能传动股份有限公司 舆情管理制度 第一章 总则 第一条 为规范宁波中大力德智能传动股份有限公司（以下简称"公司 "） 应对各类舆情的处理原则，建立快速反应和应急处置机制，及时、妥善处理各 类舆情对公司股价、商业信誉及正常生产经营活动造成的影响，切实保护投 资者合法权益，根据《深圳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》等相关法律法规、规范性文件及《宁波中大力德智能 传动股份有限公司章程》（以下简称"《公司章程》"）要求，结合公司实 际情况，制定本制度。 第二条 本制度所称舆情包括： （一）报刊、电视、网络等媒体对公司进行的负面报道、不实报道； （二）社会上存在的已经或将给公司造成不良影响的传言或信息； （三）可能或者已经影响社会公众投资者投资取向，造成公司股票及其衍生 品交易价格异常波动的信息； （四）其他涉及公司信息披露且可能对公司股票及其衍生品交易价格产生较 大影响的事件信息。 第三条 本制度适用于公司各职能部门、分公司、全资子公司及控股子公司。 第二章 舆情管理组织体系及工作职责 第四条 公司成立应对舆情管理工作 ...

Core Viewpoint - The internal reporting system for significant information at Ningbo Zhongda Lide Intelligent Transmission Co., Ltd. aims to ensure timely, accurate, and complete disclosure of information that may significantly impact the company's stock and derivatives trading prices [2][3]. Group 1: General Provisions - The internal reporting system is established to manage the reporting of significant information within the company, ensuring rapid transmission and effective management of such information [2]. - The board secretary is responsible for external information disclosure, including periodic and temporary reports, while the board office manages the information disclosure process [2][3]. Group 2: Scope of Significant Information - Significant information includes major meetings, transactions, related party transactions, and major events that may affect the company's stock price [6][10]. - Important meetings that require reporting include those where significant matters are discussed or decided by the board, supervisory board, or shareholders [7]. Group 3: Reporting Obligations - Reporting obligors include directors, senior management, and other key personnel who may be aware of significant events [3][4]. - The reporting obligations extend to significant transactions exceeding 10 million yuan or 10% of the audited annual revenue or net profit [5][10]. Group 4: Reporting Procedures - Obligors must report significant information to the board secretary on the same day they become aware of it, using various communication methods [17]. - The board secretary analyzes reported matters and, if urgent, seeks the chairman's decision on handling the situation [18]. Group 5: Confidentiality and Accountability - All personnel involved in the reporting process must maintain confidentiality regarding undisclosed information and are prohibited from insider trading [24]. - Failure to comply with reporting obligations may result in disciplinary actions, including performance deductions or termination [25].

Core Viewpoint - The company has established a comprehensive insider information management system to ensure confidentiality, protect investor rights, and comply with relevant laws and regulations regarding insider information disclosure. Group 1: General Provisions - The board of directors is responsible for managing insider information, with the chairman as the primary person accountable for confidentiality [1] - Any department or individual must not disclose insider information without board approval, and all external communications must be reviewed by the board secretary [2] Group 2: Scope of Insider Information - Insider information includes significant changes in business strategy, major investments, important contracts, and any information that could materially affect stock prices [3][4] - Individuals who can access insider information include company directors, senior management, major shareholders, and certain external parties involved in business dealings [8] Group 3: Insider Information Registration Management - The company must maintain a record of insider information personnel, including their names, positions, and how they obtained the information [11] - A detailed archive of insider information must be established, documenting the stages of information flow and the individuals involved [12][13] Group 4: Confidentiality Management - All insider information personnel must take necessary measures to limit the knowledge of insider information to the smallest possible group [22] - Individuals with over 5% shareholding must control the information disclosure scope and report any significant market rumors to the board secretary [24] Group 5: Accountability - Violations of insider information regulations can lead to disciplinary actions, including warnings, demotions, or termination of employment [27] - The company must report any insider trading or information leakage incidents to regulatory authorities within two working days [29] Group 6: Training and Implementation - The company is responsible for educating insider information personnel about their rights, obligations, and legal responsibilities to prevent insider trading [32] - The insider information management system will be revised and interpreted by the board of directors, coming into effect upon approval [35]

Core Points - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve decision-making efficiency regarding major investments and capital operations [2][3] - The Strategic Committee is composed of three directors, with two-thirds being independent directors, and is chaired by the company's chairman [3][4] - The committee's main responsibilities include researching and providing recommendations on the company's long-term development strategy and significant investment decisions [3][5] Composition - The Strategic Committee consists of three members, with a majority being independent directors [3] - Members are nominated by the chairman or more than one-third of the board and elected by a majority of the board [3][4] - The chairman of the company serves as the committee's chairperson [3] Responsibilities - The primary duty of the Strategic Committee is to study and propose recommendations on the company's long-term strategies and major investment decisions [3][5] - The committee must operate within the framework of the Company Law, the company's articles of association, and the established work rules [3][5] Decision-Making Process - Relevant department heads must submit reports on major investment and financing projects for the committee's review before being sent to the board [5] - The committee must form resolutions based on discussions and submit them along with relevant proposals to the board for approval [5] Meeting Rules - The committee meets at least once a year, with meetings called by the chairperson [7] - A quorum requires the presence of at least two-thirds of the members, and decisions are made by a majority vote [7][8] - Meetings can be held in person or via communication methods, and members must express clear opinions on agenda items [7][8] Additional Provisions - The committee may invite other directors or executives to attend meetings if necessary [8] - Meeting records must be kept, and all attendees are bound by confidentiality regarding the discussed matters [8][9] - The rules take effect upon approval by the board and are subject to amendments in accordance with national laws and regulations [10]

Core Viewpoint - The document outlines the information disclosure management system of Ningbo Zhongda Lide Intelligent Transmission Co., Ltd, emphasizing the importance of timely, accurate, and complete information disclosure to ensure fair access for all investors and compliance with regulatory requirements [1][2][3]. Group 1: Information Disclosure Principles - The company must disclose all information that could significantly impact the trading price of its stocks and derivatives in a timely, fair, and accurate manner [2][3][4]. - Information must be objective, clear, and free from misleading statements or omissions [3][4][5]. - Disclosure should occur within two trading days of the triggering event [5][6]. Group 2: Disclosure Obligations - The disclosure obligations apply to the company, its directors, senior management, shareholders, and other relevant parties [2][3][4]. - The company must ensure that all investors have equal access to significant information, prohibiting private disclosures to select individuals [8][9][10]. - Any informal communication must be strictly reviewed to prevent leaks of undisclosed significant information [2][19]. Group 3: Reporting Procedures - The company is required to submit periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [20][21][22]. - The content of these reports must include essential company information, financial data, and any significant events that may affect the company [50][51][52]. - The company must ensure that all disclosures are consistent and that any discrepancies are promptly explained [5][13][14]. Group 4: Responsibilities and Management - The board of directors is responsible for overseeing the information disclosure process, with the board secretary coordinating these efforts [27][28][29]. - The audit committee must review financial information in periodic reports before submission to the board [15][16][17]. - All departments within the company must communicate significant operational matters to the board secretary to ensure timely disclosures [41][42][43].

General Provisions - The audit committee of Ningbo Zhongda Lide Intelligent Transmission Co., Ltd. is established to enhance the decision-making basis of the board of directors, ensuring effective supervision of the management team and improving corporate governance structure [2][4]. Composition of the Committee - The audit committee consists of three directors, including two independent directors, with at least one being a professional accountant [4][5]. - The committee is chaired by an independent director who is a professional accountant, elected by the committee members [5]. Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising external and internal audits, and ensuring effective internal controls [7][8]. - The committee has the authority to propose the hiring or replacement of external auditors and to oversee the internal audit process [10][11]. - It is tasked with evaluating the authenticity and completeness of financial reports, focusing on significant accounting and auditing issues [9][12]. Meetings - The audit committee must hold at least one meeting each quarter, with additional meetings called as necessary [17][18]. - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [18][19]. Information Disclosure - The company is required to disclose the audit committee's annual performance report alongside its annual report, detailing the committee's activities and any significant issues identified [20][21].