Securities code: 600237 Securities abbreviation: Tongfeng Electronic Announcement Number: Lin 2021-007

Anhui Tongfeng Electronics Co., LTD
Announcement of the resolution of the fourth Meeting of the Ninth Board of Directors

The board of directors and all the directors of the Company warrant that there is no false record, misleading statement or material omission in the content of this announcement, and bear individual and joint liability for the authenticity, accuracy and completeness of the content.

1. The meeting of the Board of Directors is held in accordance with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association.

2. Notice and documents of the board meeting will be sent to all directors, supervisors and senior executives of the Company in writing and by fax on April 14, 2021.

3. The Board meeting will be held on site on April 25, 2021 in the conference room of the company's office building, Tongfeng Industrial Park, Tongling Economic and Technological Development Zone, Anhui Province.

4. There shall be 7 directors present at this board meeting, and 7 directors actually present.

5. The board meeting is presided over by Mr. Huang Mingqiang, Chairman of the Board. Company supervisors, senior managers and witness lawyers attended the meeting.

Ii. Review of the Board meeting

1. Review and approve 2020 General manager business report;

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

2. Deliberating and adopting the 2020 annual Work Report of the Board of Directors;

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

3. Review and adopt the text and summary of the 2020 Annual Report;

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

4. Deliberating and adopting the 2020 final financial account report and 2021 financial budget report;

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

5. Deliberating and passing motions on the provision for asset impairment;

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

In 2020, the company will withdraw a total of 33,591,200 yuan of consolidated impairment reserves, transfer back to the impairment reserves of 28.024 million yuan, write off the impairment reserves of 5.435 million yuan, and write off the impairment reserves of 3.47 million yuan.

The independent directors of the company carefully examined the proposal and expressed their independent opinions. They believed that the company's provision for asset impairment meets the actual situation of the company's assets and the requirements of relevant policies. After the company makes provision for asset impairment, it can more fairly reflect the company's asset status and help to provide more relevant and reliable accounting information. We agree to the motion on the provision for asset impairment.

The detailed content of the proposal see the company's Announcement on the provision for asset impairment.

6. Review and approve the company's 2020 profit distribution plan;

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

According to the audit of Rongcheng Certified Public Accountants (Special general Partnership), the net profit attributable to the listed company achieved by the merger in 2020 is 7,909,179.27 yuan, and the undistributed profit at the beginning of the year is -379,119,359.57 yuan. By the end of 2020, the consolidated profit attributable to the listed company available for distribution to shareholders is -371,210,180.30 yuan. The net profit achieved by the parent company in 2020 is 5,660,769.37 yuan, and the undistributed profit at the beginning of the year is -373,419,039.60 yuan. By the end of 2020, the profit available for shareholders of the parent company is -367,758,270.23 yuan.

In view of the negative profit distribution available to shareholders of the parent company in 2020, the plan of profit distribution in 2020 is: no distribution, and no conversion of accumulation fund into additional share capital. The profit distribution plan above has yet to be submitted to the company's 2020 annual shareholders meeting for deliberation. The profit distribution plan above has yet to be submitted to the company's annual shareholders meeting in 2020 for deliberation.

The detailed content of the proposal can be found in the company's Announcement on no profit distribution in 2020.

7. To deliberate and adopt the motion on the renewal of the accounting firm;

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

In view of the expiration of the term of ---- Rongcheng Certified Public Accountants (Special General Partnership), the financial and internal control audit institution appointed by the Company, based on the annual audit work summary submitted by the audit Committee of the Board of Directors and the recommendation of the renewal of the accounting firm, and in light of the audit service provided by Rongcheng Certified Public Accountants (Special general Partnership) to the Company, The Board of directors of the Company intends to continue to appoint Rongcheng Certified Public Accountants (Special General Partnership) as the company's financial and internal control audit agency for 2021 for a period of one year. Request the general meeting of shareholders of the company to authorize the board of directors to determine the remuneration according to the actual business situation and relevant regulations.

The independent directors of the company carefully examined the proposal and expressed their independent opinions, believing that Rongcheng Certified Public Accountants (Special General Partnership) has been conscientious and responsible in the financial and internal control audit of the company over the years, conducted independent audit with a fair and objective attitude, and successfully completed the annual audit work. Agreed that the Company will continue to retain Yung Cheng Certified Public Accountants (Special General Partnership) as the company's financial and internal control auditor for 2021.

The detailed content of the motion see the company's Announcement on the renewal of the accounting firm.

8. Reviewed and approved the 2020 internal control evaluation report;

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

The 2020 Internal Control Evaluation Report can be found on the website of Shanghai Stock Exchange (http://www.sse.com.cn).

9. Deliberating and adopting the proposal on the compensation settlement of the directors, supervisors and senior managers of the Company in 2020.

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

According to the Motion on the Remuneration of Directors, Supervisors and Senior Management in 2020, which was deliberated and passed by the company's Annual General Meeting of shareholders in 2019, the remuneration and Assessment Committee of the Board of Directors reviewed the remuneration of directors, supervisors and senior management in 2020. The total compensation of the company's directors, supervisors and senior managers in 2020 will be RMB 3.1463 million (before tax). For the specific compensation amount of each person, please refer to the company's 2020 annual report. The above compensation is the total compensation that the directors, supervisors and senior managers of the company will receive from the company in 2020.

10. Deliberating and adopting the 2021 compensation proposals for directors, supervisors and senior managers;

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

The independent directors of the company carefully examined the proposal and expressed their independent opinions. They believed that the compensation plan could fully mobilize the enthusiasm of the company's managers, and agreed to submit the proposal to the general meeting of shareholders for deliberation.

11. Deliberating and passing the motions concerning the implementation of the Company's daily connected transactions in 2020 and the forecast of its daily connected transactions in 2021;

There were 3 votes in favor, 0 against, and 0 abstentions.

Related directors: Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei, the implementation of the motion to avoid voting. The independent directors of the company reviewed the proposal in advance and expressed their independent opinions, believing that the daily connected transactions of the company in 2020 followed the principles of fairness, fairness and good faith, and were in line with the overall interests of the company and shareholders. After reviewing the company's projections for daily connected transaction in 2021, the independent directors believe that such daily connected transaction is conducive to the stable operation of the company's production and operation, fair to the Company and all shareholders, and does not harm the legitimate rights and interests of all shareholders.

For details of the proposal, please refer to the Company's Announcement on the Implementation of Daily Connected Transactions in 2020 and the Forecast of Daily Connected Transactions in 2021.

12. To deliberate and adopt the motion on amending the articles of Association and its annexes.

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

The detailed content of this motion is listed in the Company's Announcement on Amending the Articles of Association and Attachments.

13. Review and approve the Company's report for the first quarter of 2021;

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

14. To consider and adopt a motion on the convening of the 2020 Annual General Meeting of shareholders.

There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.

It is agreed that the Company will hold the 2020 Annual General Meeting of shareholders on May 19, 2021 (Wednesday). For details, please refer to the meeting notice of the Company's 2020 Annual General Meeting.

Motions 2, 3, 4, 5, 6, 7, 9, 10 and 12 above will be submitted to the General meeting of shareholders of the Company for deliberation.



Iii. Matters heard by the Board of Directors:

1. Listen to the annual Report of the independent directors in 2020 (for details, please refer to the website of Shanghai Stock Exchange http://www.sse.com.cn);

2. Listen to the report on the performance of the Audit Committee of the Board of Directors in 2020 (for details, please refer to the website of Shanghai Stock Exchange http://www.sse.com.cn).

This is to announce.