Securities code: 600237 Securities abbreviation: Tongfeng Electronic Announcement Number: Lin 2022-013

Announcement of the resolution of the tenth meeting of the ninth Board of Directors of Anhui Tongfeng Electronic Co., LTD

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.

I. The holding of Board of Directors meetings

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 meeting of the Board of directors shall be issued to all directors, supervisors and senior executives of the Company in writing and by fax on March 10, 2022.
3. This meeting will be held by communication vote on 20 March 2022.
4. At this board meeting, 7 directors shall participate in voting, and 7 directors actually participate in voting.

Ii. Review of the Board meeting

1. Review and approve 2021 General Manager business Report;
There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.
2. Deliberating and adopting the 2021 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 2021 Annual Report;
There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.
4. Deliberating and adopting the 2021 final financial account report and 2022 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 2021, the company's consolidated asset impairment loss will be deducted by RMB 22.902,600, transferred back RMB 22.612,500, sold off RMB 11.1453, and written off RMB 903,900.
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 2021 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 of the parent company in 2021 is RMB 51,622,600, and the undistributed profit at the beginning of the year is RMB 36,775.83, and the profit available to shareholders of the parent company by the end of 2021 is RMB 316,135,700. In view of the negative profit distribution available to shareholders of the parent company in 2021, the plan of profit distribution in 2021 is: neither distribution nor conversion of accumulation fund into additional capital stock. The profit distribution plan above has yet to be submitted to the company's annual general meeting of shareholders in 2021 for deliberation.
The detailed content of the proposal can be found in the company's Announcement on no profit distribution in 2021.
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 2022 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 Rong Cheng Certified Public Accountants (Special General Partnership) as the Company's financial and internal control auditor for 2022.
The detailed content of the motion see the company's Announcement on the renewal of the accounting firm.
8. Reviewed and approved 2021 internal control evaluation report;
There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.
The 2021 Internal Control Evaluation Report can be found on the Shanghai Stock Exchange website (http://www.sse.com.cn).
9. Deliberating and adopting the proposal on the compensation settlement of the directors, supervisors and senior management of the Company in 2021.
There were 7 votes in favor of this bill, 0 against it, and 0 abstentions.
According to the Proposal on the Compensation of Directors, Supervisors and Senior Management in 2021 approved by the Company's Annual General Meeting of Shareholders in 2020, the compensation and Assessment Committee of the Board of Directors reviewed the compensation payment of directors, supervisors and senior management in 2021. The total compensation of directors, supervisors and senior managers of the company in 2021 is RMB 2,801,400 (before tax), and the specific compensation amount of each person is referred to the Company's annual report in 2021. The above compensation is the total compensation received by the directors, supervisors and senior managers of the Company in 2021.
10. Deliberating and adopting the proposal on the compensation of directors, supervisors and senior managers in 2022;
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. To review and approve the motions concerning the execution of the Company's daily connected transactions in 2021 and the forecast of its daily connected transactions in 2022;
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 Company's daily connected transactions in 2021 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 2022, the independent directors believe that such daily connected transaction is conducive to the smooth operation of the company's production and operation, is 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 Execution of Routine Connected Transactions in 2021 and the Forecast of Routine Connected Transactions in 2022.
12. To consider and adopt a motion on the convening of the 2021 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 2021 Annual General Meeting of shareholders on April 22, 2022 (Friday), as detailed in the Notice of meeting of the Company's 2021 Annual General Meeting.
Motions 2, 3, 4, 6, 7, 9 and 10 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 2021 Annual Report of the Independent directors (please refer to the website of Shanghai Stock Exchange http://www.sse.com.cn for details);
2. Listen to the 2021 performance report of the Audit Committee of the Board of Directors (please refer to the website of Shanghai Stock Exchange http://www.sse.com.cn for details).
This is to announce.