Securities code: 600237 Securities abbreviation: Tongfeng Electronic Announcement number: 2022-028
Anhui Tongfeng Electronics Co., LTD
Announcement of the resolution of the thirteenth 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 assume legal responsibility 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 August 25, 2022.
3. The board meeting shall be held on the spot and by communication.
4. Seven directors shall attend the board meeting, and seven directors actually attend the meeting (including Director Liu Qi, independent directors Mr. Huang Jizhang, Mr. Ye Yunping and Mr. Chen Wuwei attend the meeting by voting by correspondence).
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

(I) Deliberating and passing the Motion on the Company meeting the Requirements for the non-public Offering of A-Shares in 2022

According to the relevant provisions of relevant laws, regulations and normative documents, and by referring to the actual situation of the company, the board of directors believes that all conditions of the company meet the relevant provisions of existing laws, regulations and normative documents on the non-public offering of A-shares, and meet all conditions of the non-public offering of A-shares.
The independent directors have expressed a concurred opinion on this motion.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(II) Deliberation and approval of the Proposal on the Company's Non-public Offering of A-Shares in 2022 item by item

According to the actual situation of the company and the provisions of relevant laws, regulations and normative documents, the Company intends to carry out A non-public offering of A-shares with the total amount of raised funds not exceeding 40,000.00 yuan (inclusive). The specific plan is as follows:

1. The type and face value of the issued shares

The class of shares issued this time is RMB ordinary shares listed in China (A shares) with a par value of RMB 1.00 per share.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.

2. Release method and release time

The offering will be a private offering and will be implemented at an appropriate time within the validity period of obtaining the approval documents of the China Securities Regulatory Commission.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.

3. Pricing base date, issue price and pricing principle

The pricing base date of the non-public offering shall be the first day of the issue period of the company, and the issue price shall not be less than 80% of the average trading price of the Company's shares in the 20 trading days prior to the pricing base. The average trading price of the company's stocks in the 20 trading days before the pricing basis = the total trading volume of the Company's A-shares in the 20 trading days before the pricing basis/The total trading volume of the company's A-shares in the 20 trading days before the pricing basis (hereinafter referred to as the "issue floor price"). If the stock price of the company is adjusted due to such ex-dividend or ex-dividend events as dividend payout, stock delivery, capital reserve conversion to increase of share capital, etc., the trading price of the trading day before the adjustment shall be calculated according to the price adjusted after the corresponding ex-dividend or ex-dividend.
In case of dividend payout, share delivery, capital reserve conversion to capital increase and other ex-dividend events occurring between the pricing base date and the issue date, the aforementioned issue floor price shall be adjusted accordingly. The adjustment mode is as follows:
Cash dividend: P1=P0-D
Transfer of shares or capital accumulation fund to increase capital stock: P1=P0/(1+N)
Cash dividend and share transfer or capital reserve conversion to increased share capital: P1=(P0-D)/(1+N)
Where P0 is the pre-adjustment issue price, D is the cash dividend paid per share, N is the share delivery per share or capital reserve conversion to increased share capital, and the adjusted issue price is P1.
After the issuance application is approved by the China Securities Regulatory Commission, the final issue price will be determined by the Board of Directors of the Company and the sponsor of the issue (lead underwriter) within the scope authorized by the general meeting of shareholders according to the quotation of investors. Dajiang Capital will not participate in the market bidding process for this offering, agrees with the bidding results and will subscribe for the shares of this offering at the same price as other investors. If the issue price is not generated through bidding in this private offering, Dajiang Investment will continue to participate in the subscription, and the subscription price will be based on the base price of the issue (80% of the average trading price of the Company's shares in the 20 trading days prior to the pricing basis).
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.

4. Issue object and subscription method

The object of this issue is not more than 35 (including) specific objects, including the controlling shareholder Dajiang Investment. Among them, the total number of shares to be subscribed by Dajiang Investment in cash shall not be less than 20% of the total number of shares in the non-public offering (including the amount), and the shareholding ratio shall not exceed 30% of the total share capital of the company after the completion of the issue, and the remaining shares shall be subscribed by other issuing objects in cash. Dajiang Capital will not participate in the market bidding process for this offering, agrees with the bidding results and will subscribe for the shares of this offering at the same price as other investors.
In addition to Dajiang Investment, other issuing objects include securities investment fund management companies, securities companies, trust investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors, and legal persons, natural persons or other investors that can purchase RMB ordinary shares (A shares) according to laws and regulations. If a securities investment fund management company, securities company, qualified foreign institutional investor or RMB qualified foreign institutional investor subscribs to more than two funds under their management, it shall be regarded as one issue object; If a trust and investment company is the issue object, it can only subscribe with its own funds.
After the Company obtains the approval letter of China Securities Regulatory Commission on this issue, the board of directors of the Company shall, within the scope of authorization of the general meeting of shareholders, negotiate with the sponsor (the lead underwriter) to determine the other issue objects in accordance with the purchase quotation of the issue objects.
All issued objects will subscribe for the non-public offering shares in cash.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.
5. Number of issues

The number of shares in the non-public offering shall not exceed 30% of the total capital stock of the Company before the issuance, that is, no more than 169,310,869 shares (inclusive). In this issuance, the total number of shares that Dajiang Investment intends to subscribe for in cash shall not be less than 20% of the total number of shares in the non-public offering (inclusive), and the shareholding ratio shall not exceed 30% of the total capital stock of the company after the completion of the issuance.
The number of shares in the non-public offering will be adjusted accordingly in case of cash dividend, share delivery, capital reserve conversion to additional share capital and other ex-dividend events occurring between the pricing base date and the issue date. The final issue quantity will be determined by the board of directors of the Company in accordance with the authorization of the general meeting of shareholders and the sponsor (the lead underwriter) after the company obtains the approval letter of the China Securities Regulatory Commission on the issue and according to the situation of the purchase quotation of the issue object.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.

6. Purpose of raising funds

The total amount of funds raised in this private offering shall not exceed RMB 40,000.00 (including this amount), and all the net funds raised after deducting relevant issuance fees will be invested in the following projects:

Unit: Ten thousand Yuan

If the net amount of funds raised by this issue is lower than the actual fund demand of the proposed investment project, the board of directors may, on the premise of not changing the proposed investment project, appropriately adjust the amount and priority of funds raised for the above project according to the actual demand of the project, and the insufficient part shall be solved by the Company itself. Before the funds raised by this issue are in place, the Company will invest its own funds or funds raised by other means into the above projects in accordance with the actual situation of the project progress, and replace the funds in accordance with relevant laws and regulations after the raised funds are in place.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.

7. Lock-in arrangement

According to relevant laws and regulations such as Administrative Measures for Securities Issuance of Listed Companies, Rules for the Implementation of Non-Public Offering Shares of Listed Companies, Dajiang Investment, the controlling shareholder of the company, shall not transfer the shares it intends to subscribe for this non-public offering within 18 months from the date of closing the issuance. The shares subscribed by the other issuing parties shall not be transferred within six months from the closing date of the issue.
The issue object based on the company's private issuance of stocks obtained in this exchange, derived from the company's distribution of stock dividends, capital reserves increase and other circumstances, shall also comply with the above stock locking arrangement. After the end of the lockup period, it will be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange. Where the relevant regulatory authority has other requirements for the lockup period of shares subscribed by the issue object, such provisions shall prevail.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.

8. Listing place

The private offering will be traded on the Shanghai Stock Exchange.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.

9. Arrangement for rolling over undistributed profits

The undistributed profits deposited by the Company before the non-public development shall be shared by the new and old shareholders after the completion of the issue.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.

10. The resolution of the non-public offering of A-shares is valid

This non-public offering resolution shall be valid for 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company. If there are new provisions in national laws and regulations on the non-public offering of shares, the Company will make corresponding adjustments according to the new provisions.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.
The independent directors have expressed a concurred opinion on this motion.
After the approval of the general meeting of shareholders of the Company, the Company will report to the China Securities Regulatory Commission in accordance with the relevant procedures, and the final plan approved by the China Securities Regulatory Commission shall prevail.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(III) Deliberating and adopting the Proposal on the Plan for the Company's Non-Public Offering of A-Shares in 2022

In accordance with the provisions of relevant laws, regulations and normative documents, the Company agrees to prepare the Plan of Anhui Tongfeng Electronics Co., LTD. 's 2022 Annual non-public Offering of A-Shares for the non-public offering of A-Shares. For details, please refer to Anhui Tongfeng Electronics Co., LTD. 's 2022 Annual Non-public Offering Plan for A-Shares disclosed by the company on the same day.
The independent directors have expressed a concurred opinion on this motion.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(4) Deliberating and adopting the Proposal on the Feasibility Analysis Report of the Company on the Use of Funds Raised through the Non-public Offering of A-Shares in 2022

In order to implement this non-public offering of A-shares, in accordance with the provisions of relevant laws, regulations and normative documents, we agree to the Feasibility Analysis Report on the Use of Funds raised by Anhui Tongfeng Electronics Co., LTD. 's non-public offering of A-Shares in 2022 prepared by the company. For details, please refer to the Feasibility Analysis Report on the Use of Funds raised by the non-public Offering of A-Shares of Anhui Tongfeng Electronics Co., LTD in 2022 disclosed by the company on the same day.
The independent directors have expressed a concurred opinion on this motion.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(5) Deliberating and adopting the Motion on the Company not needing to prepare a report on the Use of Funds Raised in the Previous Period

In view of the fact that the date of receipt of the funds raised by the Company has been more than five complete fiscal years, the Company does not need to prepare a report on the use of the funds raised by the Company for this issue, in accordance with the Provisions of the China Securities Regulatory Commission on the Report on the Use of the Funds Raised by the Company in accordance with the relevant requirements of the Regulations on the Report on the Use of the funds raised by the Company in this issue.
The independent directors have expressed a concurred opinion on this motion.
Voting result: Concurred by 7 votes; Zero votes against; There were zero abstentions.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(VI) Deliberating and passing the Motion on Signing the Conditional Share Subscription Agreement between the Company and Dajiang Investment

The Board of directors agreed to sign A conditional private offering A share subscription agreement with Dajiang Investment. For details, please refer to the Announcement of Anhui Tongfeng Electronics Co., Ltd. on Signing Conditional Share Subscription Agreement and Related Transactions with the Controlling Shareholder disclosed by the Company on the same day.
The independent directors have expressed a concurred opinion on this motion.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(7) Deliberating and passing the Bill on the Company's Non-public Offering of A-Shares Involving Connected Transactions

The subscription objects of this private offering of A-shares are no more than 35 (including 35) specific objects that meet the conditions stipulated by China Securities Regulatory Commission, including the controlling shareholder Dajiang Investment. The subscription of A-shares by Dajiang Investment in this private offering constitutes related transaction.
The independent directors have expressed a concurred opinion on this motion.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(8) Deliberating and adopting the Proposal on the Company's Non-public Offering of A-Share Stock Diluted Immediate Return, Supplementary Measures and relevant subject Commitment

In accordance with the relevant provisions of relevant laws, regulations and normative documents, in order to protect the right to know and safeguard the interests of small and medium investors, the Company has made A careful, prudent and objective analysis of the impact of the private offering of A-shares on the amortization at sight, analyzed and explained the impact of the amortization at sight on the company's main financial indicators and the measures taken by the company to fill in the gap. The actual controller, controlling shareholders, directors and senior managers of the company have made relevant commitments to the effective implementation of the filling return measures. For details, please refer to the Announcement of Anhui Tongfeng Electronics Co., Ltd. on the Impact of the Diluted spot Return of A-Shares in the non-public offering in 2022 on the Company's main financial Indicators and the Company's filling measures and commitments of relevant entities disclosed by the Company on the same day.
The independent directors have expressed a concurred opinion on this motion.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(9) The Motion on the Shareholder Return Plan of Anhui Tongfeng Electronics Co., LTD in the Next three years (2022-2024) has been reviewed and approved.

In order to perfect and improve the company's scientific, sustainable and stable dividend decision-making and supervision mechanism, and actively return investors, in accordance with the requirements and wishes of the company's profitability, development planning, shareholder returns, cost of social capital and external financing environment and other factors, in accordance with the requirements of relevant laws, regulations and departmental rules and the relevant provisions of the Company's Articles of Association, Agreed to formulate the Shareholder Return Plan for Anhui Tongfeng Electronics Co., LTD in the next three years (2022-2024). For details, please refer to Anhui Tongfeng Electronics Co., LTD. 's Shareholder Return Plan for the next three years (2022-2024) disclosed by the company on the same day.
The independent directors have expressed a concurred opinion on this motion.
Voting result: Concurred by 7 votes; Zero votes against; There were zero abstentions.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(10) Deliberated and passed the Motion on requesting the General Meeting of Shareholders to authorize the Board of Directors and the persons authorized by the Board of Directors to handle matters related to the non-public offering of A-Shares.

The Board of Directors intends to request the General Meeting of Shareholders to authorize the Board of Directors and authorized persons of the Board of Directors to handle all matters related to the private offering of A-Shares within the scope of relevant laws and regulations, including but not limited to:
1. In accordance with the provisions of laws, regulations and normative documents, in accordance with the opinions of regulatory authorities, and in combination with the actual situation of the company, specify the specific issuance terms before the issuance, formulate and implement the specific plan for the non-public offering of A-shares to specific targets. Including but not limited to determining the issue time, issue quantity, issue starting and ending date, pricing principle, pricing base date (limited to changes in pricing principle and pricing base date caused by revision or new promulgation of relevant laws, regulations and normative documents), issue price, issue method, issue object, opening of special account for raising funds, signing of supervision agreement for special account for raising funds, and raising funds Other matters related to the non-public offering plan, such as the specific subscription method, subscription proportion and the pricing method of the issue;
2. In order to comply with relevant laws, regulations, normative documents or requirements of relevant securities regulatory authorities, modify the plan (except for matters subject to revote by the shareholders' meeting as stipulated by relevant laws, regulations and the company's articles of association), adjust the specific issuance plan according to the opinions of securities regulatory authorities. Including but not limited to adjustment, extension, suspension or termination of the non-public offering of A-shares, etc.;
3. Handle related work related to the non-public offering fund investment project, and sign major contracts and other relevant legal documents during the implementation of the non-public offering fund investment project. Within the scope of investment of the raised funds examined and approved by the general meeting of shareholders, adjust or decide the specific arrangements for the use of the raised funds according to the actual progress of the investment project of the raised funds and the actual demand for funds; According to the actual progress and operational needs of the project, the Company may first carry out the investment project of the fund raised by the issuance before the fund raised is in place, and then replace it after the fund raised is in place; Make necessary adjustments to investment projects of raised funds according to relevant laws and regulations, requirements of regulatory authorities and market conditions;
4. Handle the application matters of this issue, including but not limited to preparing, revising, signing, submitting, supplementing, implementing and announcing the issuance plan and the listing application materials of this issue, handling relevant procedures and executing the stock sale restriction and other procedures related to the issuance and listing according to the requirements of relevant government departments and regulatory agencies; And handle information disclosure related to the offering in accordance with regulatory requirements;
5. Sign, amend, supplement, complete, submit and execute all agreements, contracts and documents related to the private offering of A-shares (including but not limited to the sponsor agreement, intermediary employment agreement, fund raising related agreement, subscription agreement signed with investors, announcement and other disclosure documents);
6. According to the results of the non-public offering of A-shares, modify the relevant provisions of the Articles of Association, handle the increase of registered capital, handle the registration of industrial and commercial changes and other archival matters related to the non-public offering of A-shares;
7. After the completion of the issuance, handle the registration, locking and listing of the issued shares in Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Co., LTD.;
8. Handle other matters related to the non-public offering within the scope permitted by laws, regulations, relevant normative documents and the Articles of Association;
9. Authorize the Chairman of the Board of Directors or other persons authorized by him to handle relevant matters and sign relevant documents within the scope of the above-mentioned authorization, and request the General Meeting of Shareholders to approve the Board of Directors to delegate the above-mentioned authorization to the Chairman of the Board of Directors under the condition of obtaining the above-mentioned authorization, unless otherwise agreed by relevant laws and regulations, and such authorization shall take effect from the date of deliberation and approval by the General meeting of shareholders;
10. The above authorization items 6 and 7 shall be effective from the date of approval by the shareholders' meeting to the duration of relevant matters, and other authorization shall be effective within 12 months from the date of approval by the shareholders' meeting of the Company.
The independent directors have expressed a concurred opinion on this motion.
Voting result: Concurred by 3 votes; Zero votes against; Zero abstentions; Related directors Huang Mingqiang, Liu Qi, Chen Bing, Zhang Feifei recused themselves from voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(11) The Motion on Amending the Management System for Raising Funds was deliberated and adopted.

In accordance with the latest provisions of relevant laws, regulations and normative documents, such as the Company Law, the Securities Law, the Rules of Shanghai Stock Exchange for Stock Listing, the Guidance on the Self-discipline Supervision of Listed Companies of Shanghai Stock Exchange No. 1 -- Standardized Operation, and in combination with the actual situation of the Company, the Company has modified the Management System of Raised Funds. For details, please refer to the "Fund Raising Management System (August 2022)" disclosed by the Company on the same day.
Voting result: Concurred by 7 votes; Zero votes against; There were zero abstentions.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(12) Deliberated and adopted the Motion on Holding the First Extraordinary General Meeting of Shareholders in 2022.

In accordance with the relevant provisions of the Company Law and the Articles of Association, the Board of directors of the Company proposes to hold the first extraordinary General meeting of shareholders in 2022 to consider the relevant motions of this private offering. This general meeting of shareholders will provide investors with online voting through the trading system of Shanghai Stock Exchange. The meeting will vote by a combination of on-site voting and online voting. The secretary of the Board of directors will be authorized to prepare and issue a notice of the general meeting of shareholders according to the specific progress of this non-public offering.
Voting result: Concurred by 7 votes; Zero votes against; There were zero abstentions.
Iii. Documents for reference
1. Resolution of the 13th Meeting of the Ninth Board of Directors of Anhui Tongfeng Electronics Co., LTD.
2. Prior Approval Opinions of the Independent Directors of the Company on matters related to the 13th Meeting of the Ninth Board of Directors;
3. Independent Opinions of the Company's Independent Directors on matters related to the 13th Meeting of the Ninth Board of Directors;
4. Conditional Share Subscription Agreement between Anhui Tongfeng Electronics Co., Ltd. and Tongling Dajiang Investment Holding Co., LTD.
This is to announce.