Summary of Zhejiang Fengmao Technology Co., Ltd. Articles of Association Core Viewpoint The articles of association for Zhejiang Fengmao Technology Co., Ltd. outline the company's legal framework, governance structure, operational objectives, and shareholder rights, ensuring compliance with relevant laws and regulations. Group 1: Company Overview - The company is established as a joint-stock company based on the overall change of Ningbo Fengmao Far East Rubber Co., Ltd. [3] - The registered capital of the company is RMB 104,121,820 [2] - The company is permanently established as a joint-stock company [2] Group 2: Governance Structure - The legal representative of the company is elected by the board of directors and must be registered accordingly [2] - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [3] - The company has established a Communist Party organization in accordance with the regulations of the Communist Party of China [3] Group 3: Business Objectives and Scope - The company's business objectives include prioritizing customers, leading the industry, giving back to society, and serving the public [3] - The business scope includes engineering and technology research, automotive parts development, rubber product manufacturing, and various sales activities [3] Group 4: Share Issuance and Capital Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [4] - The total number of shares issued by the company is 104,121,820, all of which are ordinary shares [4] - The company may increase capital through various methods, including issuing shares to unspecified objects [5] Group 5: Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [9] - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [13] - The company must disclose information and cooperate with shareholders regarding their rights [11] Group 6: Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [18] - Shareholder meetings can be called by the board of directors or by shareholders holding more than 10% of the shares [21] - The company must provide adequate notice and details regarding the agenda of the meetings [23]

Core Points - The company has established an internal reporting system for significant information to ensure timely, accurate, and complete disclosure of information that may impact stock prices or investment decisions [1][2][3] Group 1: Internal Reporting Obligations - Internal information reporters include company directors, senior management, department heads, and shareholders holding more than 5% of shares [1][2] - The reporting system applies to significant events such as important meetings, major transactions, and ongoing developments that could affect the company's stock [2][4] - Confidentiality obligations are imposed on internal information reporters until the information is publicly disclosed [2][4] Group 2: Definition of Major Information - Major information encompasses significant meetings, transactions, related party transactions, and litigation matters exceeding specified financial thresholds [2][4][5] - Specific thresholds for reporting include transactions over 1 million RMB for net profit or 10% of audited revenue [2][4] - Related party transactions exceeding 300,000 RMB or 5% of the latest audited net assets must be reported and evaluated [4][5] Group 3: Reporting Procedures - Internal information must be reported to the board secretary or securities department on the same day it is known [12][16] - The board secretary is responsible for evaluating and determining the necessity of public disclosure [13][15] - The securities department is tasked with organizing and maintaining records of reported significant information [13][15] Group 4: Confidentiality and Responsibility - Individuals with access to confidential information must maintain strict confidentiality and limit the number of people informed [14][18] - The board of directors is responsible for overseeing the internal reporting and external disclosure processes [15][19] - Failure to comply with reporting obligations may result in disciplinary actions, including warnings or termination [18][19]

General Principles - The external guarantee management system of Zhejiang Fengmao Technology Co., Ltd. aims to standardize the company's guarantee behavior, control operational risks, and protect investors' rights and financial safety [1] - This system applies to the company and its wholly-owned and controlling subsidiaries, defining "external guarantees" as guarantees provided by the company for others, including guarantees for controlling subsidiaries [1][2] Approval Process - The management of external guarantees follows a multi-layered review system, with the finance department responsible for initial review and daily management, while the securities department ensures compliance [2] - External guarantees must be uniformly managed by the company, and subsidiaries cannot provide guarantees without company approval [2][3] - The highest decision-making body for external guarantees is the shareholders' meeting, with the board of directors exercising decision-making authority based on the company's articles of association [2][3] Guarantee Conditions - Certain external guarantees require board approval before being submitted to the shareholders' meeting, including guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of net assets [3][4] - Guarantees provided to shareholders, actual controllers, or their related parties require a two-thirds majority approval from the shareholders' meeting [3] Risk Assessment and Management - The finance department is responsible for assessing the creditworthiness of the guaranteed party and evaluating risks before submitting a written report to the securities department [6][7] - The board of directors must conduct thorough investigations into the financial and operational status of the guaranteed party before making decisions [6][7] Daily Management and Disclosure - External guarantees must be documented in written contracts, and the finance department is responsible for the registration and management of all guarantee-related documents [7][8] - The company must continuously monitor the financial status of the guaranteed party and report any significant adverse changes to the board of directors [8][9] Responsibilities and Compliance - All directors must strictly adhere to the company's articles of association and the external guarantee management system when reviewing guarantee matters [9][10] - Any unauthorized signing of guarantee contracts or neglect of duties by relevant personnel will result in accountability for the actual losses incurred by the company [9][10]

Core Points - The document outlines the independent director system of Zhejiang Fengmao Technology Co., Ltd, aiming to enhance corporate governance and protect shareholder interests [1][2][3] Group 1: General Principles - The independent director is defined as a board member who does not hold any other position within 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 responsibilities in accordance with laws, regulations, and the company's articles of association [1][2] Group 2: Appointment and Qualifications - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2] - Independent directors must meet specific qualifications, including having relevant work experience and good personal character, and must not have any significant bad credit records [2][3] Group 3: Independence Requirements - Certain individuals are prohibited from serving as independent directors, including those with close relationships to the company or its major shareholders [3][4] - Independent directors must conduct annual self-assessments of their independence and submit the results to the board [4] 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 [16][17] - They have special rights, including the ability to hire external consultants and propose meetings [17][18] Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with shareholders [27][28] - They are required to report any issues that hinder their ability to perform their duties to the relevant authorities [13][14] Group 6: Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their responsibilities [30][31] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [34][35]

General Principles - The company establishes a system for the management of information disclosure deferral and exemption to ensure compliance with relevant laws and regulations [1][2] - Information disclosure obligations must be fulfilled according to the Securities Law and other applicable regulations [1] Scope of Deferral and Exemption - Information can be deferred or exempted from disclosure if it involves state secrets or commercial secrets that could lead to unfair competition or harm the interests of the company or others [2][3] - The company must take effective measures to prevent the leakage of deferred or exempted information [2] Internal Management - The company must carefully determine the scope of deferral and exemption and cannot arbitrarily expand it [4][5] - A formal internal approval process is required for deferring or exempting information disclosure, including documentation and record-keeping [5][6] Reporting and Accountability - The company is required to report any deferred or exempted information to the relevant regulatory bodies within ten days after the publication of periodic reports [6][12] - A responsibility accountability mechanism is established for any violations of the deferral and exemption provisions, with potential penalties for responsible personnel [6][7]

浙江丰茂科技股份有限公司 募集资金使用管理制度 第一章 总则 第一条 为加强和规范公司募集资金的管理和使用、切实保护投资者利益、 提高资金使用效率和效益，根据《中华人民共和国公司法》《中华人民共和国证 券法》、 《上市公司募集资金监管规则》 《深圳证券交易所创业板股票上市规则》 （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2 号——创业板上市公司规范运作》等法律、法规、规范性文件及《浙江丰茂科技 股份有限公司章程》 （以下简称"公司章程"）的有关规定，结合公司的实际情况， 特制定本制度。 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，但不包括公司实施股权激励计划 募集的资金。 第三条 公司募集资金应当专款专用。公司使用募集资金应当符合国家产业 政策和相关法律法规，践行可持续发展理念，履行社会责任，原则上应当用于主 营业务，有利于增强公司竞争能力和创新能力。 第四条 募集资金投资项目（以下简称"募投项目"）通过公司的子公司或公 司控制的其他企业实施的，适用本制度的规定，公司应当确保该子公司或者受控 制的其他企业遵守本制度规 ...

浙江丰茂科技股份有限公司 董事、高级管理人员薪酬管理制度 第一章 总则 第一条 为贯彻证券市场公开、公平、公正原则，进一步建立浙江丰茂科技 股份有限公司（以下简称"公司"）责权利相匹配的激励约束机制，合理确定公 司董事、高级管理人员的薪酬水平及支付方式，保证公司董事、高级管理人员积 极、有效地履行其相应职责和义务，促进公司健康、持续、稳定发展，根据《中 华人民共和国公司法》《中华人民共和国证券法》等有关法律、法规、规范性文 件，以及《浙江丰茂科技股份有限公司章程》（以下简称"《公司章程》"）的 有关规定，特制定本制度。 第二条 本制度所称董事、高级管理人员是指由股东会或董事会批准任命的 全体董事、总经理、副总经理、董事会秘书、财务总监等高级管理人员。 第三条 公司董事、高级管理人员的薪酬以公司经营与综合管理情况为基础， 根据经营计划完成情况、分管工作职责及工作目标完成情况、个人履职及发展情 况相结合进行综合考核确定薪酬。 第四条 公司董事、高级管理人员薪酬分配遵循以下基本原则： （一）按劳分配与责、权、利相匹配的原则； （二）个人收入水平与公司效益及工作目标挂钩的原则； （三）薪酬与公司长远利益相结合原则； ...

Core Viewpoint - The company has established a public opinion management system to enhance its ability to respond to various public opinions, protect investor rights, and mitigate impacts on stock prices and business reputation [2][3]. Group 1: Definition and Classification of Public Opinion - Public opinion includes negative media reports, rumors that may harm the company, and information related to major stakeholders that could affect stock prices [2]. - Public opinion is classified into major public opinion, which significantly impacts the company's image and operations, and general public opinion, which is less severe [3]. Group 2: Organizational Structure and Responsibilities - The company has formed a public opinion management working group led by the chairman, with responsibilities including decision-making and coordination during public opinion crises [4]. - The securities department plays a key role in monitoring public opinion, analyzing risks, and coordinating responses [6][7]. Group 3: Principles and Measures for Handling Public Opinion - The company emphasizes quick response, sincere communication, and fair treatment of all parties involved in public opinion incidents [12][8]. - For major public opinion incidents, the working group will investigate, communicate with media, and issue clarifications as necessary [10]. Group 4: Confidentiality and Accountability - Employees and related personnel have a confidentiality obligation regarding public opinion information, with penalties for breaches that cause company losses [11]. - The company reserves the right to pursue legal action against external parties that disseminate false information harming its reputation [11].

General Principles - The information disclosure management system of Zhejiang Fengmao Technology Co., Ltd. aims to enhance information management and ensure the authenticity, accuracy, and timeliness of external information disclosure, protecting the rights and interests of the company, shareholders, creditors, and other stakeholders [1][2] - The term "information" refers to any information that may affect the company's stock price, trading volume, or investment decisions, including price-sensitive data and other information required by the China Securities Regulatory Commission (CSRC) and Shenzhen Stock Exchange [1][2] Disclosure Obligations - Disclosure refers to the obligation of the company or relevant information disclosers to announce information in accordance with laws, regulations, and the rules of the Shenzhen Stock Exchange [2] - Information disclosers include the company, its directors, senior management, shareholders, actual controllers, acquirers, and other parties involved in significant transactions [2][3] Information Disclosure Requirements - Information disclosers must fulfill their disclosure obligations in a timely manner, ensuring that the disclosed information is true, accurate, complete, and easy to understand, without any false records or misleading statements [2][3] - Information must be disclosed simultaneously to all investors, without prior disclosure to any specific individuals or entities, except as required by law [2][3] Types of Disclosure Documents - Disclosure documents include prospectuses, fundraising documents, listing announcements, acquisition reports, periodic reports, and temporary reports [3][4] - The company must ensure that the information disclosed in these documents is consistent across different languages, with the Chinese text taking precedence in case of discrepancies [5][6] Periodic Reporting - The company is required to disclose periodic reports, including annual reports, semi-annual reports, and quarterly reports, within specified timeframes [7][8] - Annual reports must be disclosed within four months after the end of the fiscal year, semi-annual reports within two months after the end of the first half of the fiscal year, and quarterly reports within one month after the end of the first three and nine months of the fiscal year [7][8] Temporary Reporting - Temporary reports must be issued for significant events that may impact the company's stock price or trading [14][15] - The company must disclose significant events immediately upon occurrence, including major lawsuits, asset impairments, or changes in shareholder equity [14][15] Board and Shareholder Meeting Resolutions - The company must promptly report board resolutions to the exchange after meetings, including details of the meeting and voting results [19][20] - Shareholder meeting resolutions must be disclosed on the same day as the meeting, including the number of shareholders present and the results of each proposal [20][21] Major Transactions and Other Disclosures - The company must disclose major transactions, including asset purchases or sales, external investments, and financial assistance, when they meet specified thresholds [57][58] - The company is also required to disclose significant litigation, commitments, and any other major events that could impact its operations or financial status [69][70]

Core Viewpoint - The document outlines the internal review system for information release and response to investor inquiries on the "Interactive Easy Platform" by Zhejiang Fengmao Technology Co., Ltd, aiming to enhance communication with investors and improve corporate governance [1][2]. General Requirements - The management of the Interactive Easy Platform is a crucial part of the company's investor relations, emphasizing integrity and equal treatment of all investors [3]. - The company must respond to investor inquiries within the time frame set by regulatory authorities [1]. Content Normative Requirements - Information released or responses to investor inquiries must be cautious, rational, and objective, based on factual evidence, ensuring that the content is true, accurate, and complete [2]. - The company is prohibited from disclosing any undisclosed significant information through the Interactive Easy Platform [2][3]. - Responses must not involve misleading language and should not mislead investors [2][3]. Internal Management - The Securities Department is responsible for managing the information release and responses on the Interactive Easy Platform, collecting investor inquiries, drafting responses, and submitting them for review [5]. - The Board Secretary must review all information before it is released or responses are made, with the option to escalate particularly sensitive matters to the Chairman for approval [5]. Additional Provisions - The document states that any matters not covered will adhere to relevant laws, regulations, and the company's articles of association [5]. - The Board of Directors is responsible for interpreting and amending this system, which takes effect upon approval [5].