Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on July 24, 2025, at 14:30 [1] - Shareholders can participate through on-site voting or online voting via the Shenzhen Stock Exchange system [1][2] - Online voting will be available from 9:15 to 15:00 on the day of the meeting [1] Voting Procedures - Only one voting method (on-site or online) can be selected for each share [2] - All shareholders registered by the close of trading on July 18, 2025, are entitled to attend and vote [2] - Proxy voting is allowed, and the proxy does not need to be a shareholder of the company [2] Registration and Attendance - Registration for corporate shareholders must be done by the legal representative or an authorized agent [5] - Individual shareholders must present valid identification for registration [5] - Remote shareholders can register via mail or fax, with a deadline of July 23, 2025, at 17:00 [5] Voting Process - The voting will be non-cumulative, allowing shareholders to express their opinions as agree, disagree, or abstain [6][7] - Detailed procedures for online voting are provided in the attached documents [6] Contact Information - Contact persons for inquiries are Wei Dongxiao and Liu Ning, with provided phone and email details [6]

Core Viewpoint - The company has revised its Articles of Association and several corporate governance systems to enhance operational standards and comply with relevant laws and regulations [1]. Summary by Sections Revision of Articles of Association - The company aims to improve its operational standards by amending certain provisions of its Articles of Association, particularly regarding the responsibilities of the Supervisory Board, which will now be exercised by the Audit Committee [1]. Legal Compliance - The amendments are in accordance with the Company Law, the new Company Law's transitional arrangements, and the guidelines for listed companies' Articles of Association [1]. Shareholder Rights and Responsibilities - Shareholders are entitled to rights based on their shareholdings, including profit distribution and participation in decision-making processes [10][11]. - Shareholders must adhere to legal obligations and cannot abuse their rights to harm the company or other shareholders [19]. Management and Governance - The company has established clear guidelines for the roles and responsibilities of its directors and senior management, ensuring accountability and compliance with legal standards [16][22]. - The company emphasizes the importance of independent directors and their rights to propose meetings and decisions [54][58]. Financial and Operational Transparency - The company is committed to maintaining transparency in its financial dealings and ensuring that any significant transactions are subject to shareholder approval [24][25]. - The company has set thresholds for transactions that require shareholder meetings, ensuring that major decisions are made with shareholder input [26][29].

Overview - The company, Zhongfu Information Co., Ltd., has announced a guarantee for its wholly-owned subsidiary, Nanjing Zhongfu Information Technology Co., Ltd., to support its operational funding needs with a guarantee amount not exceeding 50 million yuan [1][5]. Guarantee Details - The guarantee will be provided for Nanjing Zhongfu when applying for credit or daily operational needs, with various forms of guarantees including but not limited to guarantees, mortgages, pledges, and counter-guarantees [1][4]. - The guarantee is effective from the date of the board meeting approval until the annual shareholders' meeting in 2025 [1][5]. Financial Status of the Subsidiary - As of March 31, 2025, Nanjing Zhongfu has total assets of 175.71 million yuan and total liabilities of 14.69 million yuan, resulting in net assets of 161.02 million yuan [3]. - The subsidiary reported an operating income of 726.27 thousand yuan for the first quarter of 2025, with a net loss of 763.73 thousand yuan [3]. Board's Opinion - The board believes that the guarantee is essential for meeting the daily operational funding needs of Nanjing Zhongfu, which is a wholly-owned subsidiary, and considers the risk to be controllable [5]. Total Guarantee Situation - After this guarantee, the total guarantee amount for the company and its subsidiaries will be 400 million yuan, with an external guarantee balance of 151 million yuan, accounting for 11.18% of the company's latest audited net assets [5].

Core Points - The document outlines the independent director system of Zhongfu Information Co., Ltd, aiming to ensure the company's compliance, protect shareholder rights, especially those of minority shareholders, and promote sustainable development [1][2][3] Group 1: General Principles - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles independently without influence from major shareholders or actual controllers [1][2] Group 2: Appointment and Qualifications - The company will have three independent directors, including at least one accounting professional, and independent directors can serve on a maximum of three domestic listed companies [2][3] - Candidates for independent directors must meet specific qualifications, including having at least five years of relevant experience and a clean personal record [2][3][4] Group 3: Independence Requirements - Individuals with certain relationships or interests, such as those employed by the company or holding significant shares, are prohibited from serving as independent directors [4][5] - Independent directors must conduct annual self-assessments of their independence and submit the results to the board [5][6] Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [7][8] - They have special powers, including the ability to hire external consultants and propose meetings to address significant issues [7][8] Group 5: Performance and Reporting - Independent directors must attend a minimum of 15 days of on-site work annually and submit an annual report detailing their activities and interactions with shareholders [9][10] - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [11][12] Group 6: Compensation and Compliance - The company is responsible for covering the costs incurred by independent directors while performing their duties, and they are entitled to a reasonable allowance [12][13] - The independent director system will take effect upon approval by the company's shareholders [13]

Core Viewpoint - The document outlines the management system for related party transactions of Zhongfu Information Co., Ltd, emphasizing the need for fairness, transparency, and protection of the rights of shareholders, especially minority investors [2][3]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions include the transfer of resources or obligations between the company and its related parties, regardless of whether a price is charged [2]. - Types of related party transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing of assets, and management contracts [3][4]. Group 2: Identification of Related Parties - Related parties include legal entities, natural persons, and potential related parties that can exert significant influence over the company [4][5]. - Specific criteria for identifying related legal entities and natural persons are provided, including ownership stakes and management positions [4][5]. Group 3: Principles and Procedures for Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, and non-damage to the rights of non-related shareholders [6][10]. - The decision-making process for related party transactions involves various approval levels based on transaction amounts, with specific thresholds for board and shareholder approval [9][18]. Group 4: Pricing and Management of Related Party Transactions - Pricing for related party transactions should primarily follow market prices, with alternative methods including cost-plus pricing and negotiated prices [13][14]. - The company’s finance department is responsible for tracking market price changes and ensuring compliance with pricing agreements [15]. Group 5: Disclosure Requirements - Transactions exceeding specified thresholds must be disclosed promptly, with additional requirements for independent evaluations for significant transactions [12][26]. - The company must maintain updated records of related parties and their relationships, ensuring compliance with disclosure regulations [12][27]. Group 6: Internal Control and Record Keeping - The company is required to establish internal controls for related party transactions, including decision-making authority and review processes [10][15]. - Records of decisions and resolutions regarding related party transactions must be maintained for a minimum of twenty years [15].

Core Points - The document outlines the rules governing the board of directors of Zhongfu Information Co., Ltd, emphasizing the responsibilities, election procedures, and obligations of directors [1][2][3] Group 1: General Provisions - The board of directors is established to manage the company's assets and is accountable to the shareholders [1] - The rules serve as a binding legal document for the internal organization, meetings, and decision-making processes of the board [1] Group 2: Directors - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as being banned from the securities market [4][5] - Directors are elected by the shareholders for a term of three years and may be re-elected [5] Group 3: Election Procedures - Candidates for directors must be nominated by existing board members or shareholders holding more than 3% of shares [6] - Detailed information about candidates must be disclosed to shareholders before voting [6] Group 4: Duties and Obligations - Directors have a duty of loyalty to the company, which includes avoiding conflicts of interest and not misusing their position for personal gain [8][9] - Directors must act diligently and in the best interest of the company, ensuring compliance with laws and regulations [9] Group 5: Board Meetings - Board meetings can be regular or temporary, with specific procedures for calling and conducting these meetings [26][27] - A quorum for meetings requires the presence of more than half of the directors, and decisions must be made by a majority vote [38][43] Group 6: Documentation and Record Keeping - The board secretary is responsible for maintaining records of meetings, including minutes and attendance [26][54] - Meeting records must be kept for a period of 10 years [54]

Core Points - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Zhongfu Information Co., Ltd, ensuring that all shareholders can fully exercise their rights [1] - The cumulative voting system allows shareholders to allocate their voting rights equally among the total number of directors to be elected, enabling concentrated or dispersed voting [1][2] - The rules specify that independent and non-independent directors will be elected through separate voting processes to ensure compliance with the company's articles of association [2][3] Summary by Sections - **Cumulative Voting Definition**: The cumulative voting system allows shareholders to use their voting rights in a flexible manner during the election of directors, either concentrating votes on one candidate or distributing them among several [1] - **Voting Methodology**: The rules outline the calculation of cumulative votes, ensuring that votes for independent and non-independent directors are counted separately, and specify that shareholders can only vote within the limits of their total shareholdings [2] - **Election Principles**: Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the total shares held by attending shareholders [3] - **Implementation and Amendments**: The rules will be executed in accordance with relevant national laws and regulations, and any conflicts with existing laws will necessitate immediate revisions to the implementation rules [4]

Meeting Overview - The sixth board meeting of Zhongfu Information Co., Ltd. was held on July 7, 2025, with all 7 directors present, including one proxy vote [1] - The meeting complied with relevant regulations of the Company Law and the company's articles of association [1] Resolutions Passed - The board approved adjustments to the board structure in accordance with the new Company Law and the company's strategic planning [2][3] - The management team will also be adjusted, with details available in the announcement on the company's website [2] - The board agreed to adjust the remuneration and assessment committee members in line with the board adjustments [2] - A guarantee limit of up to 50 million RMB will be provided for the subsidiary Nanjing Zhongfu Information Technology Co., Ltd. for credit applications [3] - The board authorized the chairman to handle related agreements and matters [3] Amendments to Governance Documents - The board proposed amendments to the Articles of Association and requested shareholder approval for the changes [3] - The board agreed to revise the rules for shareholder meetings and rename them accordingly, pending shareholder approval [4][5] - The board also approved revisions to the rules for board meetings, which will also require shareholder approval [5] - Additional governance documents will be revised to align with the new Company Law and the updated Articles of Association [5]

中孚信息股份有限公司对外担保管理制度 第一章 总则 第一条 为规范中孚信息股份有限公司（以下简称"公司"）对外担保管 理，规范公司担保行为，控制公司经营风险，根据《中华人民共和国公司法》 《中华人民共和国证券法》《中华人民共和国民法典》等有关法律、法规、规 范性文件及《中孚信息股份有限公司章程》（以下简称"《公司章程》"）的 有关规定，制订本制度。 第二条 本制度所述的对外担保系指公司以第三人的身份为债务人对于债 权人所负的债务提供担保，当债务人不履行债务时，由公司按照约定履行债务 或者承担责任的行为。担保形式包括保证、抵押及质押。 对外担保包括公司为控股子公司提供的担保。 第三条 公司股东会和董事会是对外担保的决策机构，公司一切对外担保 行为，须按程序经公司股东会或董事会批准。 未经公司股东会或董事会的批准，公司不得对外提供担保。 第四条 公司控股或实际控制的子公司的对外担保，视同公司行为，其对 外担保应执行本办法。公司控股子公司的对外担保，未经公司同意，不得向控 股子公司董事会或股东会提交有关议案。经公司同意的对外担保事项，公司控 股子公司应在其董事会或股东会做出决议后及时通知公司履行有关信息披露义 务。 ...

中孚信息股份有限公司选聘会计师事务所管理办法 第一章 总则 第一条 为规范中孚信息股份有限公司（下称公司）选聘（含续聘、改聘， 下同）会计师事务所管理，本着公平竞争，提升审计质量，维护相关利益方和会 计师事务所的合法权益，根据《中华人民共和国公司法》《中华人民共和国证券 法》《中华人民共和国会计法》《中华人民共和国注册会计师法》《国有企业、 上市公司选聘会计师事务所管理办法》及相关法律法规，制定本办法。 第二条 本办法所称选聘会计师事务所，是指公司根据相关法律法规要求， 聘任会计师事务所对财务会计报告发表审计意见、出具审计报告的行为。 公司聘任会计师事务所从事除财务会计报告审计之外的其他法定审计业务 的，可以比照本办法执行。 公司聘用会计师事务所，聘期一年，可以续聘。 第二章 会计师事务所执业质量要求 第三条 公司选聘的会计师事务所应当具备下列条件： （一）具有独立的法人资格，具备国家行业主管部门和中国证监会规定的开 展证券期货相关业务所需的执业资格； （二）具有固定的工作场所、健全的组织机构和完善的内部管理和控制制度； 1 展情况。审计委员会应当切实履行下列职责： （一）按照董事会的授权制定选聘会计师事务所 ...