Core Viewpoint - The legal opinion letter confirms the legality and validity of the procedures and results of the Sichuan Furong Technology Co., Ltd. 2025 Second Extraordinary General Meeting of Shareholders [1][11]. Group 1: Meeting Procedures - The meeting was convened by the company's board of directors on July 30, 2025, and the notice was published on July 31, 2025, in the Shanghai Securities Journal and on the Shanghai Stock Exchange website [4]. - The meeting was held on August 27, 2025, in Chengdu, Sichuan, combining both on-site and online voting methods [4][11]. - The legal opinion confirms that the convening and holding procedures of the meeting comply with the Company Law, the Rules for Shareholders' Meetings, and the company's articles of association [4][11]. Group 2: Attendance and Voting - The total attendance rate was 76.6081%, with 4 shareholders present at the meeting representing 82,127,937 shares (8.2334%), and 501 shareholders participating via online voting representing 682,032,565 shares (68.3747%) [4][5]. - The qualifications of the attendees were deemed legal and valid by the legal counsel [5][11]. Group 3: Voting Results - The meeting passed several resolutions, including the reappointment of Sigma Accounting Firm as the company's auditor for the 2025 fiscal year, with 99.9655% of the votes in favor [5]. - A resolution to change the registered capital and amend the company's articles of association was also approved, with 99.9604% of the votes in favor [6]. - The voting results for various resolutions showed overwhelming support, with most resolutions receiving over 99% approval from the attending shareholders [7][10].

Core Viewpoint - The document outlines the regulations and responsibilities regarding the appointment and duties of the Secretary of the Board of Directors for Sichuan Furong Technology Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][2]. Group 1: Appointment of the Secretary - The company shall appoint one Secretary of the Board, who is a senior management member responsible for fulfilling legal obligations and duties as per regulations [1][2]. - Individuals with certain disqualifications, such as administrative penalties or market bans, are prohibited from serving as the Secretary [2][3]. - The appointment process requires prior notification to the Shanghai Stock Exchange and submission of relevant documentation [2][3]. Group 2: Responsibilities and Duties - The Secretary is responsible for external information disclosure, managing investor relations, and coordinating communication with regulatory bodies [5][6]. - The Secretary must ensure compliance with confidentiality obligations and oversee the management of sensitive information [5][6]. - The Secretary has a duty to report any violations of laws or regulations by the company or its executives to the Board and relevant authorities [6][7]. Group 3: Termination and Transition - The company must have valid reasons for terminating the Secretary, and any termination must be reported promptly to the Shanghai Stock Exchange [4][5]. - In the event of a vacancy, the Board must appoint an interim Secretary and complete the appointment of a new Secretary within three months [5][6]. - The outgoing Secretary must undergo a review and transfer relevant documents before leaving the position [5][6].

第一章 总则 第一条 为规范四川福蓉科技股份公司（以下简称公司）定期报告的编制和 披露流程，确保公司披露信息的真实、准确、完整、及时和公平，认真履行上市 公司信息披露义务，维护投资者和公司的合法权益，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》）、 中国证券监督管理委员会（以下简称中国证监会）发布的《上市公司信息披露管 理办法》、上海证券交易所发布的《上海证券交易所股票上市规则》等法律、行 政法规、规范性文件以及公司制定的《信息披露事务管理制度》《独立董事年报 工作制度》等内控制度的要求，制定本制度。 第二条 公司定期报告包括年度报告、半年度报告和季度报告。 年度报告中的财务会计报告应当经由具有证券、期货相关业务资格的会计师 事务所审计。 半年度报告中的财务会计报告可以不经审计，但有下列情形之一的，应当经 过审计： （一）拟依据半年度财务数据派发股票股利、进行公积金转增股本或者弥补 亏损； （二）中国证监会或者上海证券交易所认为应当进行审计的其他情形。 公司季度报告中的财务资料无须审计，但中国证监会或者上海证券交易所另 有规定的除外。 在每一会计年度、半年 ...

第一章 总 则 第一条 为规范四川福蓉科技股份公司（以下简称公司）信息披露行为， 提高公司信息披露管理水平和信息披露质量，保护投资者的合法权益，依据《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》）、中国证券监督管理委员会（以下简称中国证监会）发布的 《上市公司信息披露管理办法》、上海证券交易所发布的《上海证券交易所股票 上市规则》《上海证券交易所上市公司自律监管指引第 2 号——信息披露事务管 理》等有关法律、行政法规、规章、规范性文件的规定，结合公司实际，制定本 制度。 第二条 本制度所称"信息"是指对公司发行的股票或其他证券及其衍生 品种的价格可能产生重大影响的信息以及证券监管部门要求披露的信息。 本制度所称"披露"是指在规定的时间内，通过指定的媒体，以规定的方式 向社会公众公布前述信息，并按规定报送证券监管部门。 如公司相关部门和人员或其他信息披露义务人不能确定其所涉及的事项是 否属于本制度所称"信息"，应及时与公司董事会秘书联系，并由公司董事会秘 书负责进行认定。 公司及其他信息披露义务人应当依法披露信息，任何机构、部门和人员不得 擅自进行信息披露。 ...

Core Points - The document outlines the management measures for the shares held by directors and senior management of Sichuan Furong Technology Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2] - It specifies the restrictions on share transfers and trading activities for directors and senior management, including prohibitions during sensitive periods and short-term trading [3][4][5] - The document mandates the disclosure of shareholding changes and trading plans, ensuring transparency and adherence to regulatory requirements [6][7][8] Group 1: General Provisions - The management measures are established to strengthen the oversight of shares held by directors and senior management, based on various legal frameworks [1] - The measures apply to all shares held by directors and senior management, including those held through others' accounts and in margin trading [1][2] Group 2: Share Transfer Restrictions - Directors and senior management are prohibited from transferring shares under specific circumstances, such as within one year of the company's stock listing or within six months after leaving the company [2][3] - There are additional restrictions related to legal investigations or penalties that may affect the ability to transfer shares [2][3] Group 3: Trading Prohibitions - Directors and senior management are not allowed to engage in margin trading or derivative transactions involving the company's stock [3] - Specific periods are designated during which trading is prohibited, including 15 days before the announcement of annual or semi-annual reports [4][5] Group 4: Disclosure Requirements - Directors and senior management must submit their trading plans to the board secretary before buying or selling shares, ensuring compliance with disclosure obligations [7][8] - There are requirements for pre-disclosure of share reduction plans, including details on the number of shares, reasons for reduction, and compliance with restrictions [8][9] Group 5: Reporting Changes - Any changes in shareholding must be reported promptly, including the date, quantity, and price of the changes [10][12] - The board secretary is responsible for managing and reporting the shareholding data of directors and senior management [6][10]

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 on August 27, 2025, to discuss key proposals [4] - The meeting will include the reappointment of Sigma Accounting Firm as the auditor for the fiscal year 2025 and changes to the registered capital and company bylaws [5][8] - The company plans to cancel the supervisory board, transferring its responsibilities to the audit committee of the board of directors [7][9] Proposal Summaries - **Proposal 1**: Reappointment of Sigma Accounting Firm as the auditor for the fiscal year 2025, following relevant regulations and internal guidelines [5] - **Proposal 2**: Change of registered capital to 997,492,462 yuan, following the completion of capital increase and issuance of convertible bonds, and the cancellation of the supervisory board [6][8] - **Proposal 3**: Systematic revision of certain governance systems to enhance internal governance mechanisms in accordance with updated laws and regulations [9]

Group 1 - The purpose of the rules is to standardize the decision-making process of the board of directors of Sichuan Furong Technology Co., Ltd. and enhance its operational efficiency and scientific decision-making level [1] - The board of directors is responsible for convening shareholder meetings, executing resolutions, and determining the company's operational plans and investment proposals [3][4] - The board must hold at least two regular meetings each year, one in each half [2] Group 2 - Proposals for regular meetings should be formed after consulting all directors and submitted to the chairman for drafting [2] - Temporary meetings can be convened under specific circumstances, such as when proposed by shareholders or a significant number of directors [2][3] - Meeting notifications must be sent out in advance, with regular meetings requiring ten days' notice and temporary meetings requiring two days' notice [4][5] Group 3 - The board meeting must have a quorum of more than half of the directors present to be valid [12] - Directors are expected to attend meetings in person, and if unable to do so, they must review materials and provide written opinions [13][14] - Voting can be conducted through various methods, including show of hands or written ballots, and each director has one vote [11][19] Group 4 - Decisions require a majority vote from the directors present, and specific matters may require a higher threshold [13][20] - Directors must recuse themselves from voting on matters where they have a conflict of interest [21] - The board must act strictly within the authority granted by the shareholders and the company's articles of association [22] Group 5 - The board is required to maintain accurate records of meetings, including attendance, discussions, and voting results [27][28] - Meeting records must be signed by attendees and preserved for ten years [32][33] - The chairman is responsible for ensuring the implementation of board resolutions and reporting on their status in future meetings [31]

Core Points - Sichuan Furong Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [1][2] - The company was approved for its initial public offering (IPO) by the China Securities Regulatory Commission on April 26, 2019 [1][3] - The registered capital of the company is RMB 997,492,462, with a total of 350 million shares issued [2][5] Chapter Summaries Chapter 1: General Provisions - The purpose of the company's articles is to protect the legal rights of the company, shareholders, employees, and creditors [1] - The company is registered in Chengdu and operates as a publicly listed joint-stock company [2][3] Chapter 2: Business Objectives and Scope - The company's business objectives include compliance with national laws and regulations, optimal resource allocation, and creating satisfactory returns for investors [3][4] - The business scope includes manufacturing mobile terminal devices, wearable smart devices, automotive parts, and various electronic components [4] Chapter 3: Shares - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [4][5] - The company can increase capital through various methods, including issuing shares to unspecified objects and distributing bonus shares [7][8] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and supervision of company operations [12][13] - The company must hold annual shareholder meetings within six months after the end of the previous fiscal year [49][50] Chapter 5: Proposals and Notifications for Shareholder Meetings - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [59] - Shareholders holding more than 1% of shares can propose temporary proposals 10 days before the meeting [26] Chapter 6: Conducting Shareholder Meetings - The company must ensure the orderly conduct of shareholder meetings and address any disruptions [65] - Shareholders can attend meetings in person or through proxies, with specific identification requirements [67][68] Chapter 7: Voting and Resolutions of Shareholder Meetings - Resolutions can be classified as ordinary or special, with specific voting thresholds required for each type [81]

Core Viewpoint - The report outlines the differentiated equity distribution plan of Sichuan Furong Technology Co., Ltd., including the reasons for the plan and its implications for shareholders [1][5]. Group 1: Reasons for Differentiated Equity Distribution - The company approved a share repurchase plan through centralized bidding, with a maximum repurchase price of 21 CNY per share and a total repurchase fund between 40 million CNY and 70 million CNY within a 12-month period [1]. - Shares in the repurchase account do not have voting rights or rights to profit distribution, thus will not participate in the current profit distribution and capital reserve increase [2]. Group 2: Approved Distribution Plan - The company will distribute a cash dividend of 2.50 CNY (including tax) for every 10 shares to all shareholders [2]. - Additionally, the company will increase capital reserves by distributing 3 shares for every 10 shares held by shareholders [2]. Group 3: Impact of the Distribution - The differentiated equity distribution will not include shares in the repurchase account, which will not participate in the distribution [4]. - The impact on the ex-rights and ex-dividend reference price is minimal, with an absolute value of impact below 1% [4]. Group 4: Verification Opinion - The sponsor institution believes that the differentiated equity distribution complies with relevant laws and regulations, and does not harm the interests of the company or all shareholders [5].

电话：（86 591）8806 5558 传真：（86 591）8806 8008 网址：http://www.zenithlawyer.com 福建至理律师事务所 关于四川福蓉科技股份公司 闽理非诉字〔2025〕第 087 号 致：四川福蓉科技股份公司 福建至理律师事务所（以下简称本所）接受四川福蓉科技股份公司（以下简 称公司）之委托，指派蒋浩、谢婷律师出席公司 2024 年度股东大会（以下简称 本次会议），并依据《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》）、《上市公司股东会规则》（中国证券监 督管理委员会公告〔2025〕7 号） 、《上海证券交易所上市公司自律监管指引第 1 号——规范运作(2025 年 5 月修订)》 关于四川福蓉科技股份公司 法 律 意 见 书 福建至理律师事务所 地址：中国福州市鼓楼区洪山园路华润万象城三期 TB#写字楼 22 层 邮政编码： 350025 （上证发〔2025〕68 号，以下简称《自律监 《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则(试行)》等规定及本法律意见书出具日以 前已经发生或者存 ...