Securities code: 600237 Securities abbreviation: Tongfeng Electronic Announcement number: 2022-029
Anhui Tongfeng Electronics Co., LTD
Announcement of the resolution of the eleventh meeting of the Ninth Board of Supervisors

The board of Supervisors and all the supervisors of the company guarantee that there is no false record, misleading statement or major omission in the content of this announcement, and bear legal liability for the authenticity, accuracy and completeness of the content.

I. The holding of meetings of the Board of Supervisors
1. The meeting of the Board of Supervisors 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 Supervisors shall be issued in writing to all supervisors of the Company on August 25, 2022.
3. The meeting of the Board of Supervisors will be held on-site on August 30, 2022 in the conference room of the Company's office building, Tongfeng Industrial Park, Tongling Economic and Technological Development Zone, Tongling City, Anhui Province.
4. Three supervisors shall attend the meeting of the Board of Supervisors, and three supervisors actually attend the meeting.
5. The meeting of the Board of Supervisors shall be presided over by Mr. Liu Sihe, Chairman of the Board of Supervisors.
Ii. Review of the Board of Supervisors meeting

(I) Reviewing 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 Supervisors considers 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.
Voting result: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(II) Reviewing 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 conduct A private offering of A-shares, with the total fund raised 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: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

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: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

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: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

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: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

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: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

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: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

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: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

8. Listing place

The private offering will be traded on the Shanghai Stock Exchange.
Voting result: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

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: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

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: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.
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.

(III) Reviewing 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.
Voting result: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(4) To review 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.
Voting result: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid 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.
Voting result: Concurred by 3 votes; Zero votes against; There were zero abstentions.
The bill has yet to be submitted to the shareholders' meeting for consideration.

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

The Company will enter into a conditional share subscription agreement with Dajiang Investment. For details, please refer to the announcement of Tongfeng Electronics on the "Conditional Share Subscription Agreement" and related transactions signed by the Company and the controlling shareholder disclosed by the Company on the same day.
Voting result: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(7) Deliberating the Motion on Related Transactions in this Non-Public Offering of A-Shares

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.
Voting result: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(8) Review of the "Proposal on the Company's Non-public Offering of A-Share Stock Diluted Immediate Return, filling Measures and related 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.
Voting result: 2 in favor; Zero votes against; There were zero abstentions. Associated supervisor Liu Sihe to avoid voting.
The bill has yet to be submitted to the shareholders' meeting for consideration.

(9) Deliberating and passing the Motion on the Shareholder Return Plan of Anhui Tongfeng Electronics Co., LTD in the Next three years (2022-2024)

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.
Voting result: Concurred by 3 votes; Zero votes against; There were zero abstentions.
The bill has yet to be submitted to the shareholders' meeting for consideration.
Iii. Documents for reference
1. Resolution of the 11th Meeting of the Ninth Board of Supervisors of Anhui Tongfeng Electronics Co., LTD.
2. Conditional Share Subscription Agreement between Anhui Tongfeng Electronics Co., Ltd. and Tongling Dajiang Investment Holding Co., LTD.
This is to announce.