Fuen Co., Ltd.

Company Articles of Association

Announcement on holding the 2025 annual online performance briefing

Hangzhou Fuen Co., Ltd. will hold its 2025 annual online performance briefing on May 15, 2026, from 15:00 to 17:00 via Panorama Network. Key attendees include the chairman and various directors. The company encourages investor participation by collecting questions in advance to address common concerns during the briefing.

Announcement on the 2026 remuneration plan for directors and senior management

CITIC Securities Co., Ltd. - Audit Opinion on Hangzhou Fuen Co., Ltd.'s Use of Raised Funds to Lend to Wholly-Owned Subsidiary for Investment Projects

CITIC Securities audited Hangzhou Fuen's plan to lend RMB 350 million in raised funds to its wholly-owned subsidiary, Furen New Materials, for the "High-end Environmental Protection New Materials Research Institute and Green Intelligent Manufacturing Project." The audit confirmed the plan aligns with project needs, ensures efficient fund use, and does not alter the fund's purpose, concluding it is in the company's and shareholders' best interests.

CITIC Securities Co., Ltd. Verification Opinion on Hangzhou Fuen Co., Ltd.'s Adjustment of the Amount of Raised Funds for Investment Projects

Announcement on Re-engagement of Accounting Firm

Hangzhou Fuen Co., Ltd. proposes to re-engage Tianjian Certified Public Accountants (Special General Partnership) as its accounting firm for the 2026 annual financial report and internal control audit. The proposal has been approved by the board of directors and will be submitted to the shareholders' meeting for approval. The firm has relevant qualifications and experience, and its independence is not affected.

Independent Director 2025 Annual Performance Report (Yao Yuyuan)

This report details the performance of Independent Director Yao Yuyuan for 2025. It covers attendance at board and shareholder meetings, participation in special committees, and fulfillment of special director duties. The director confirms compliance with independence requirements and active engagement in reviewing proposals, with all proposals receiving affirmative votes.

Independent Director's 2025 Annual Performance Report (Lu Hong)

This report details the performance of Independent Director Lu Hong for 2025. It covers attendance at board and shareholder meetings, participation in special committees, and the exercise of special director rights. The director confirms compliance with independence requirements and active engagement in reviewing proposals, with all votes cast in favor. The report concludes with an overall evaluation and recommendations for future performance.

2025 Annual Report of Independent Directors (Sun Hong)

CITIC Securities Co., Ltd.'s Audit Opinion on Hangzhou Fuen Co., Ltd.'s 2025 Internal Control Self-Assessment Report

This document presents CITIC Securities' audit opinion on Hangzhou Fuen's 2025 internal control self-assessment report. The report confirms that Fuen's financial reporting internal controls are effective and that no material weaknesses were found. The company has established a sound internal control system and its self-assessment report accurately reflects its construction and operation.

2025 Internal Control Audit Report

This report presents the internal control audit for Hangzhou Fuen Co., Ltd. for the year ending December 31, 2025. The audit was conducted in accordance with relevant standards. The report concludes that, in all material respects, the company maintained effective internal financial reporting controls. It also includes appendices with supporting documents like business licenses and professional qualification certificates.

2025 Annual Internal Control Self-Evaluation Report

This report details Hangzhou Fu'en Co., Ltd.'s internal control self-evaluation for 2025. The company found no material weaknesses in financial or non-financial reporting internal controls as of December 31, 2025. The evaluation covered key areas including internal environment, risk assessment, control activities, information and communication, and internal supervision. The company plans to further strengthen internal control in 2026.

Announcement on Adjusting the Amount of Raised Funds to be Invested in Fundraising Projects

Hangzhou Fuen Co., Ltd. announces an adjustment to its fundraising project investment plan due to actual net proceeds being lower than initially planned. The total investment will be adjusted from RMB 125,000.00 million to RMB 98,263.57 million. This adjustment ensures project implementation without changing fund usage or harming shareholder interests.

Announcement on Using Raised Funds to Provide Loans to Wholly-Owned Subsidiary for Implementation of Investment Projects

Hangzhou Fuen Co., Ltd. will provide an interest-free loan of up to RMB 350 million from its raised funds to its wholly-owned subsidiary, Furen New Material, to implement the "High-end Eco-friendly Recycled Material Research Institute and Green Intelligent Manufacturing Project." This move aims to ensure the smooth execution of the investment project, improve fund utilization efficiency, and enhance profitability, aligning with the company's development strategy.

CITIC Securities Co., Ltd.'s Audit Opinion on Hangzhou Fu'en Co., Ltd.'s 2026 Annual Routine Related Transaction Forecast

CITIC Securities, as the sponsor, audited Hangzhou Fu'en's 2026 routine related transaction forecast. The forecast includes procurement of RMB 80 million and sales of RMB 10 million with Zhejiang Zhengkai Group. The audit confirms the transactions are necessary for normal operations, priced fairly, and do not harm shareholder interests or company independence.

Announcement on the expected daily related party transactions in 2026

Feasibility Analysis Report on Developing Foreign Exchange Hedging Business

Hangzhou Fu'en Co., Ltd. proposes to conduct foreign exchange hedging to mitigate exchange rate risks and improve fund efficiency. The plan involves using up to USD 100 million for hedging instruments like forward contracts and options, funded by internal resources. The company aims to protect profits, not speculate, and has established risk control measures. The board deems the plan necessary and feasible.

CITIC Securities Co., Ltd.'s Review Opinion on Hangzhou Fuen Co., Ltd.'s Foreign Exchange Hedging Business

CITIC Securities Co., Ltd. reviewed Hangzhou Fuen Co., Ltd.'s plan to conduct foreign exchange hedging business. The purpose is to mitigate exchange rate risks arising from export settlements in foreign currencies. The company plans to use its own funds for hedging up to USD 100 million or equivalent, with a term until the 2026 annual general meeting. The review confirms the necessity, compliance with regulations, and risk control measures.

Announcement on Carrying Out Foreign Exchange Hedging Business

Hangzhou Fuen Co., Ltd. announces its plan to conduct foreign exchange hedging business to mitigate exchange rate fluctuation risks. The company will use up to USD 100 million for hedging, with funds sourced from its own capital. This initiative aims to stabilize operations and reduce financial costs, and has been approved by the board, pending shareholder approval.

2026-014 Notice on Convening the 2025 Annual General Meeting of Shareholders

Resolution Announcement of the 18th Meeting of the 1st Board of Directors

Announcement on Profit Distribution for 2025

Hangzhou Fuen Co., Ltd. announces its 2025 profit distribution plan. The company proposes a cash dividend of RMB 2.00 per 10 shares, totaling RMB 46,666,666.80. This distribution, representing 20.26% of the net profit, excludes bonus shares or capital reserve increases. The plan requires shareholder approval and is subject to regulatory compliance.

First quarter report of 2026

Hangzhou Fuen Co., Ltd. reported a 7.10% decrease in operating income for Q1 2026, totaling approximately 391.41 million yuan, while net profit attributable to shareholders increased by 3.42% to about 40.62 million yuan. The company experienced a significant decline in net cash flow from operating activities, down 288.51% to -93.80 million yuan. Basic earnings per share rose by 4.55% to 0.23 yuan. The report was not audited.

Evaluation report on the performance of accounting firms in 2025

The evaluation report assesses the performance of Tianjian Certified Public Accountants for the year 2025, highlighting their qualifications, independence, and diligence in audit duties. The firm reported a total business income of 2.988 billion yuan, with audit business income of 2.601 billion yuan. It has maintained good investor protection capabilities, with over 200 million yuan set aside for occupational risk funds and insurance. The report concludes that Tianjian has effectively implemented quality management measures and met the company's audit requirements.

Report of the Board of Directors' Audit Committee on the Supervision of the Accounting Firm for 2025

The Audit Committee of the Board of Directors of Hangzhou Fu'en Co., Ltd. reports on its supervision of Tianjian Certified Public Accountants LLP for 2025. The committee reviewed the firm's qualifications and performance, approved its reappointment, and communicated regarding the audit scope and progress. The committee concluded that Tianjian performed its duties diligently and professionally, contributing significantly to the oversight of the company's financial status and operations.

Special explanation of the occupation of non-operating funds and other related capital transactions in 2025

The document provides a special explanation regarding the occupation of non-operating funds and related capital transactions for Hangzhou Fuen Co., Ltd. in 2025. It includes audit notes, a summary table of capital occupations, and responsibilities of management and certified public accountants. The report is intended for disclosure in the annual report and confirms compliance with regulatory guidelines, ensuring that the financial information presented is accurate and complete.

Summary table of non-operating capital occupation and other related capital transactions

The document presents a summary table detailing non-operating capital occupation and related capital transactions for FY2025 by Hangzhou West Road Co., Ltd. It outlines the balances of occupied funds at the beginning and end of 2025, as well as cumulative amounts and interest. Key figures include a total of 1,248.99 RMB 10,000 in current funds, with specific transactions involving subsidiaries and related parties. The report aims to provide transparency regarding capital occupation and transactions.

The special opinions of the board of directors on the independence of independent directors

The Board of Directors of Hangzhou Fuen Co., Ltd has issued special opinions affirming the independence of its independent directors, Lu Xiaohong, Yao Yuyuan, and Sun Hong. The board confirmed that these directors do not hold any positions that could compromise their independence or objectivity, nor do they have relationships with major shareholders that could influence their judgments. This declaration aligns with the relevant regulations and guidelines for independent directors.

2025 Annual Audit Report

2025 Annual Report

Hangzhou Fuen Co., Ltd. 2025 Annual Report Summary

This report summarizes Hangzhou Fuen Co., Ltd.'s 2025 performance, focusing on its core business of eco-friendly fabric manufacturing. Key financial figures show total assets of RMB 1.98 billion and net profit attributable to shareholders of RMB 230.34 million. The company maintains strong relationships with major international and domestic brands, highlighting its leading position in the recycled fiber market.

CITIC Securities Co., Ltd. Verification Opinion on Hangzhou Fuen Co., Ltd.'s Use of Part of Idle Raised Funds for Cash Management

Announcement on the use of part of idle raised funds for cash management

Announcement on Signing of Tripartite and Quadripartite Supervision Agreements for Raised Funds

Hangzhou Fuen Co., Ltd. announces the signing of tripartite and quadripartite supervision agreements for its raised funds. The company issued 58,333,334 A shares at RMB 18.38 per share, raising RMB 1,072.1667 million before expenses, with a net amount of RMB 982.6357 million. These agreements aim to standardize fund management and protect investor rights.

Fuen shares: Risk warning announcement on the first day of listing

Legal Opinion from Guohao Law Firm (Hangzhou) on the Company's Initial Public Offering of Shares and Listing on the Main Board

CITIC Securities Co., Ltd. on the listing sponsorship of the company's initial public offering of shares and listing on the main board

Notice of the Initial Public Offering of Shares and Listing on the Main Board

Listing announcement for an initial public offering of shares and listing on the Main Board

Initial public offering of shares and listing on the main board prospectus

Announcement of the results of the initial public offering of shares and listing on the main board

Announcement of preliminary placement results of initial public offering of shares and offline issuance of shares listed on the main board

Announcement of the results of the online lottery for the initial public offering and listing on the main board

Announcement on the online subscription status and winning rate of the initial public offering of shares and listing on the main board

Special Announcement on Investment Risks for the Initial Public Offering and Listing on the Main Board

Announcement of the Initial Public Offering and Listing on the Main Board

Announcement on the online roadshow for the initial public offering of stocks and listing on the main board

The resolution of the board of directors regarding the issuance and listing

The resolution of the general meeting of shareholders on the issuance and listing

Brief information about subsidiaries and shareholding companies

The specific use of raised funds

Hangzhou Fuen Co., Ltd plans to raise up to RMB 583,333,340 by issuing 58,333,334 ordinary shares, with funds allocated to projects in recycled and environmentally friendly materials. Key projects include a wool yarn fabric integration project with a total investment of RMB 816.49 million and a research institute for high-grade recycled materials costing RMB 456.18 million. The construction periods for these projects are expected to be 24 and 36 months, respectively.

Explanation of the Establishment of the Audit Committee and Other Special Committees

This document details the establishment and responsibilities of the special committees of Hangzhou Fuen Co., Ltd. The Board of Directors has established the Strategy Committee, Audit Committee, Nomination Committee, and Remuneration and Assessment Committee. The document outlines their respective duties, including strategic planning, financial oversight, personnel selection, and compensation management, ensuring compliance with company regulations and legal requirements.

Explanation of the Establishment, Improvement, and Operation of the Articles of Association for Shareholders' Meetings, Boards of Directors, Supervisory Boards, Independent Directors, and Board Secretaries

This document details the establishment and operation of corporate governance structures, including the Shareholders' Meeting, Board of Directors, Supervisory Board, Independent Directors, and Board Secretary. It outlines the legal basis, procedural rules, and operational effectiveness of each body, highlighting key resolutions and amendments made to relevant regulations. The document confirms compliance with relevant laws and regulations, ensuring sound corporate governance and operational efficiency.

Detailed Statement of Non-Recurring Gains and Losses Attested by Certified Public Accountants

Internal Control Attestation Report

Profit Forecast Report and Review Report

Company Financial Statements and Review Report (January-December 2025)

Other commitments made by the issuer and other responsible entities related to the issuer's issuance and listing

Commitments related to investor protection

Implement the arrangements for investor relations management, dividend distribution decision-making procedures, and the establishment of shareholder voting mechanisms

Articles of Association (Draft)