[Temporary Announcement] Fengtian Electronics: System to prevent capital occupation by controlling shareholders, actual controllers and other related parties

Announcement number: 2026-061

Securities code: 430293 Securities abbreviation: Fengtian Electronics Sponsoring broker: Orient Securities

Shanghai Fengtian Electronics Co., Ltd. prevents controlling shareholders, actual controllers and

Other related party fund occupation system

The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.

1. Review and voting status

The company held the seventh meeting of the fifth board of directors on September 10, 2026, and reviewed and approved the "Proposal on Amending and Abolition of Relevant Governance Systems that are currently effective and do not need to be submitted to the shareholders' meeting for review."

2. List the main contents of the system in chapters

Shanghai Fengtian Electronics Co., Ltd.

System to prevent controlling shareholders, actual controllers and other related parties from appropriating funds

Chapter 1 General Provisions

Article 1 In order to establish a long-term mechanism to prevent the controlling shareholders, actual controllers and other related parties of Shanghai Fengtian Electronics Co., Ltd. (including subsidiaries, hereinafter referred to as the "Company") from appropriating the company's funds, prevent the occurrence of fund appropriation, and protect the legitimate rights and interests of the company, shareholders and other stakeholders, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law") This system is formulated in accordance with the relevant provisions of the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the "Governance Rules for Companies Listed on the National Equities Exchange and Quotations" (hereinafter referred to as the "Governance Rules") and the "Articles of Association of Shanghai Fengtian Electronics Co., Ltd." and in light of the actual situation of the company.

Article 2 This system applies to the fund management between the company’s controlling shareholders, actual controllers and other related parties and the company. The company’s controlling shareholders, actual controllers and other related parties are included in the company’s consolidated statements

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This system shall apply to capital transactions between subsidiaries within the scope.

Article 3 The term "controlling shareholders, actual controllers and other related parties" as used in this system has the same meaning as the "Accounting Standards for Business Enterprises No. 36 - Disclosure of Related Parties", the relevant rules of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"), and the National Equities Exchange and Quotations (hereinafter referred to as the "National Equities Exchange and Quotations").

Article 4 The term “fund occupation” as mentioned in this system includes but is not limited to: operating fund occupation and non-operating fund occupation.

The occupation of operating funds refers to the occupation of funds generated by shareholders, actual controllers and other related parties through related transactions in the company's production and operation links such as procurement and sales.

Non-operating fund occupation refers to the company's advance of wages, benefits, insurance, advertising and other expenses and other expenses for the controlling shareholders, actual controllers and other related parties, payment of funds to repay debts on behalf of the company's related parties, paid or free, direct or indirect lending to the company's related parties, creditor's rights formed by assuming guarantee responsibilities for the company's related parties, and other situations where funds are used by the company's related parties without the provision of goods and services.

Chapter 2 Principles to prevent controlling shareholders, actual controllers and other related parties from appropriating funds

Article 5 In the operating capital transactions between the company and its controlling shareholders, actual controllers and other related parties, the occupation of company funds shall be strictly restricted. The company shall not directly or indirectly provide funds, assets and resources to controlling shareholders, actual controllers and other related parties in the form of advance payment of wages, benefits, insurance, advertising and other period expenses, advance investment funds, etc., nor may it bear costs and other expenses on each other's behalf.

Article 6 When the company carries out purchasing, sales and other operating related transactions with its controlling shareholder, actual controller and other related parties, it shall sign an economic contract with a real transaction background. If the signed contract cannot be executed as scheduled due to market reasons, the actual situation of the inability to perform the contract should be explained in detail, and the contract should be terminated after negotiation between the two parties as the basis for the refund of the advance payment.

Article 7 A company shall not provide funds directly or indirectly to controlling shareholders, actual controllers and other related parties in the following ways:

(1) The company advances wages, benefits, insurance, advertising and other expenses and other expenses for the controlling shareholder, actual controller and other related parties;

(2) The company repays debts on behalf of its controlling shareholders, actual controllers and other related parties;

(3) Lending funds from the company to the controlling shareholder or actual controlling shareholder, paid or free, directly or indirectly

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Controllers and other related parties;

(4) Failure to repay debts incurred by the company in a timely manner as a result of the company’s guarantee obligations to its controlling shareholders, actual controllers and other related parties;

(5) The company provides funds to the controlling shareholder, actual controller and other related parties without consideration for goods or services;

(6) Other forms of capital occupation as determined by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

Article 8 During the audit process of the company's annual financial accounting report, the certified public accountant shall, in accordance with relevant regulations, issue special explanations on the situation of the company's controlling shareholders, actual controllers and other related parties occupying funds.

Article 9 When a company has related transactions with its controlling shareholders, actual controllers and other related parties, it shall make decisions and implement them in strict accordance with relevant provisions such as the Company Law, the Securities Law, the Governance Rules, the Articles of Association, and the Measures for the Management of Related Transactions. When the company has related transactions with its controlling shareholders, actual controllers and other related parties, the fund approval and payment processes must strictly comply with the relevant provisions of the related transaction agreement and fund management, and abnormal occupation of operating funds must not be caused.

Article 10 The company shall strictly abide by the relevant provisions on external guarantees in the "Articles of Association" and "External Guarantee Management System". Without the approval of the board of directors or shareholders' meeting, the company shall not provide any form of external guarantee to the controlling shareholders, actual controllers and other related parties.

Article 11 The company shall strictly prevent the non-operating capital occupation by the controlling shareholders, actual controllers and other related parties, and continue to establish a long-term mechanism to prevent the non-operating capital occupation by the controlling shareholders, actual controllers and other related parties.

Chapter 3 Code of Conduct for Controlling Shareholders and Actual Controllers

Article 12 The company's controlling shareholders and actual controllers shall not make decisions that are detrimental to the legitimate rights and interests of the company and other shareholders when exercising their voting rights.

Article 13 The company’s controlling shareholders and actual controllers shall strictly exercise their shareholder rights in accordance with the law and shall not use profit distribution, asset reorganization, external investment, capital occupation, loan guarantees, etc. to damage the legitimate rights and interests of the company and other shareholders, and shall not use their controlling position to seek additional benefits. When a controlling shareholder or actual controller misappropriates the company's assets and harms the interests of the company and other shareholders, the company's board of directors should take effective measures to require the controlling shareholder or actual controller to stop committing the infringement and bear liability for compensation for the losses caused by the infringement.

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Article 14 The company's major decisions shall be made by the shareholders' meeting and the board of directors in accordance with the law. The company's controlling shareholders and actual controllers shall not directly or indirectly interfere with the company's decision-making and production and operation activities carried out in accordance with the law, harming the interests of the company and other shareholders.

Article 15 The company’s controlling shareholders, actual controllers and the company should separate personnel, assets and finances, have independent businesses and institutions, conduct independent accounting, and assume independent responsibilities and risks.

Article 16 The assets invested by the company’s controlling shareholders and actual controllers into the company should be independent and complete, with clear ownership. If the company's controlling shareholder or actual controller contributes capital with non-monetary assets, it should go through the procedures for changing the property rights and clearly define the scope of the assets. The company shall independently register, establish accounts, account for, and manage the assets. The company's controlling shareholders and actual controllers may not illegally occupy or control the company's assets and funds, and may not interfere with the company's independent operation and management.

Chapter 4 Management Responsibilities and Measures

Article 17 The company's board of directors is responsible for preventing the management of capital occupation by controlling shareholders, actual controllers and other related parties. The company's directors and senior managers and the heads of its subsidiaries shall perform their duties diligently and diligently in accordance with the Company Law, the Articles of Association and other relevant provisions, and maintain the safety of the company's funds and property.

Article 18 The company's board of directors shall review and approve related transactions between the company and its controlling shareholders, actual controllers and other related parties in accordance with its authority and responsibilities. Related transactions that exceed the approval authority of the board of directors should be submitted to the shareholders' meeting for review.

Article 19 The financial department of the company and its subsidiaries is the daily implementation department to prevent the appropriation of funds by controlling shareholders, actual controllers and other related parties. It should regularly check the non-operating fund transactions with controlling shareholders, actual controllers and other related parties, and prevent and eliminate the occurrence of non-operating fund appropriation by controlling shareholders, actual controllers and other related parties. The person in charge of finance should strengthen the overall control of the company's financial process and regularly report to the board of directors the occupation of non-operating funds by controlling shareholders, actual controllers and other related parties.

Article 20 The company's directors, supervisors and senior managers should always pay attention to whether the company has misappropriation of funds by the controlling shareholder, actual controller and other related parties, etc. to infringe the company's interests. The company's information disclosure obligors and supervisors should regularly check the capital transactions between the company and its controlling shareholders, actual controllers and other related parties to understand whether the company has been occupied or transferred by the controlling shareholders, actual controllers and other related parties. If any abnormalities are found, promptly notify the company's board of directors to take corresponding measures.

Article 21 If the controlling shareholder, actual controller and other related parties illegally occupy the company’s funds,

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In such circumstances, the company should formulate a repayment plan in accordance with the law to protect the legitimate rights and interests of the company and relevant shareholders.

Article 22 If a company's controlling shareholders, actual controllers and other related parties occupy or transfer the company's funds, assets or other resources to harm the interests of the company and other shareholders, the company's board of directors shall promptly take effective measures to require the controlling shareholders, actual controllers and other related parties to stop the infringement, reduce losses or compensate for losses. When the controlling shareholder, actual controller and other related parties refuse to make corrections, the company's board of directors should report to the regulatory authorities in a timely manner and urge the company to take judicial measures such as litigation, property preservation, and freezing of shares.

Article 23 When a company's controlling shareholders, actual controllers and other related parties misappropriate funds, in principle, they should pay off the misappropriation in cash. If it is unable to repay the illegally occupied funds in cash, the company may legally require it to repay the occupied funds through "dividends to offset debts", "shares to offset debts", "properties to offset debts", etc. When deliberation on relevant proposals on the aforementioned matters, related directors and related shareholders shall abstain from voting.

Article 24 If a company's controlling shareholder or actual controller intends to transfer control of the company, it must resolve the illegal occupation of company funds and pay off the company's debts or release the guarantee provided by the company before the transfer.

Chapter 5 Liability and Punishment

Article 25 If a company’s controlling shareholders, actual controllers and other related parties violate this system and use related relationships to embezzle company funds and harm the interests of the company and other shareholders, they shall be liable for compensation, and the relevant responsible persons shall bear corresponding responsibilities.

Article 26 When a company’s directors, supervisors, or senior managers assist or condone controlling shareholders, actual controllers, or other related parties in misappropriating company assets, the company’s board of directors will impose sanctions on those directly responsible based on the severity of the case, and propose to the shareholders’ meeting that directors or supervisors who bear major responsibilities be removed from office, and senior managers who bear major responsibilities be dismissed.

Article 27 If the company's board of directors fails to perform its duties in accordance with this system, the board of supervisors may immediately instruct the board of directors in writing to perform its duties after discovering the situation. If the board of directors still fails to perform its duties within ten days after receiving the written notice from the board of supervisors, the board of supervisors has the right to directly perform the board of directors' duties under this system.

Article 28 If the company and its subsidiaries violate the relevant provisions of this system, engage in non-operating fund occupation, illegal guarantees, etc. with the company's controlling shareholders, actual controllers and other related parties, causing adverse effects to the company and harming the interests of the company and other shareholders, the company may severely deal with the relevant responsible persons in accordance with relevant regulations and pursue their legal liability.

Chapter 6 Supplementary Provisions

Article 29 Matters not covered by this system shall be handled in accordance with relevant national laws, regulations and the Articles of Association.

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Determined execution. If this system is inconsistent with the relevant provisions of relevant laws, regulations, and normative documents such as the Company Law, the provisions of the relevant laws, regulations, and normative documents shall prevail.

Article 30 This system is formulated, modified and interpreted by the company's board of directors and will come into effect after review and approval by the board of directors.

Board of Directors of Shanghai Fengtian Electronics Co., Ltd.

September 11, 2026