Securities code: 600237 Securities abbreviation: Tongfeng Electronic Announcement number: 2022-033
Announcement of Anhui Tongfeng Electronics Co., Ltd. on the impact of the non-public Offering of A-shares Diluted spot Return on the Company's main financial indicators in 2022 and the company's filling measures and commitments of relevant subjects

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.

The thirteenth meeting of the ninth Board of Directors of Anhui Tongfeng Electronics Co., LTD. (hereinafter referred to as the "Company" or "Tongfeng Electronics") deliberated and passed relevant motions concerning the company's private offering of shares. According to Several Opinions of The State Council on Further Promoting the Healthy Development of the Capital Market (State Council [2014] No. 17), Opinions of The General Office of the State Council on Further Strengthening the Protection of the Legitimate Rights and Interests of small and medium-sized Investors in the Capital Market (State Council Issue No. 110 [2013]) and the China Securities Regulatory Commission on the Initial and refinancing and the diluted immediate return of major assets Restructuring Guidance on relevant Matters (Notice of China Securities Regulatory Commission [2015] No. 31) and other laws, regulations, rules and other normative documents, the company analyzed the possible impact of this private offering on the equity of common shareholders and the immediate return, and put forward measures to fill in the return based on the actual situation. Relevant subjects to fill the return measures can be implemented effectively made a commitment.
I. The impact of this non-public offering of diluted immediate return on the company's main financial indicators

(1) Assumptions for calculation

1. Assume that there are no significant changes in macroeconomic environment, industrial policies, industrial development status and product market conditions;
2. This private offering will be completed on November 30, 2022, and the completion time is only used to calculate the impact of this private offering's diluted immediate return on major financial indicators. The actual completion time after the approval of the China Securities Regulatory Commission shall prevail.
3. It does not consider the impact on the company's production, operation and financial position (such as financial expenses, investment income, etc.) after the funds raised by this issue are received;
4. Assuming that the number of shares in the non-public offering is calculated according to the issue ceiling, namely 169,310,869 shares, the number of shares issued is only used for the estimation of this calculation, and the final number of shares issued is determined by the issue price and approved by the CSRC; The total amount of funds raised is 40,000.00 yuan, without considering the impact of issuance fees (the actual amount of funds raised to the account of this issue will be determined according to the approval of the regulatory authorities, the issue subscription situation and the issuance fees);
5. When forecasting the total share capital of the Company, based on the total share capital of 564,369,565 shares on June 30, 2022, only the impact of the private offering will be taken into account, without considering any changes in the share capital caused by other factors;
6. Combined with the current market environment, in order to facilitate the analysis of the impact of this private offering plan on the company's major financial indicators, it is assumed that the net profit attributable to the company's common shareholders in 2022 and the net profit attributable to the owner of the parent company before and after deducting non-recurring gains and losses are divided into the following three scenarios: (1) 10% growth compared with 2021; (2) The same as that of 2021; (3) 10% lower than 2021;
7. The information about the company's main financial indicators before and after the issuance in the above hypothetical analysis does not constitute the company's profit forecast, and investors should not make investment decisions based on it. If investors make investment decisions based on it, the Company will not be liable for compensation.

(II) The influence of the company's main financial indicators

Based on the above assumptions, the company calculates the impact of this private offering on the shareholders' immediate return of newsstand, and the specific main financial indicators are as follows:

2. Special risk tips for this non-public offering on diluted immediate return
Since it takes a certain period for the raised funds to be put into use until the raised projects are put into operation and generate benefits, before the raised projects produce benefits, shareholder returns still rely on the company's existing business basis. Due to the increase of the company's total capital stock, the earnings per share index of the company may decline after this issue. This offering is subject to the risk of diluting the company's immediate return. Please invest rationally and pay attention to investment risks.
Iii. Necessity and rationality of this non-public development
The investment project of the raised funds in this issue has been strictly demonstrated by the company. The implementation of the project is conducive to further improving the core competitiveness of the company and promoting the sustainable development of the company, which has sufficient necessity and rationality. For detailed analysis, please refer to the Feasibility Analysis Report on the Utilization of the Funds raised by the non-public Offering of A-Shares of Tongfeng Electronics in 2022, published on the website of Shanghai Stock Exchange on the same day.
Iv. The relationship between the raised funds investment project and the company's existing business, and the Company's personnel, technology, market and other reserves engaged in the raised funds investment project

(I) The relationship between the investment project raised this time and the existing business of the company

The total amount of funds raised in this private offering shall not exceed RMB 40,000.00 (including this amount), which is intended to be used for "super thin film material Project for new Energy of Tongfeng Electronics" and supplementary working capital after deducting relevant issuance expenses, which is consistent with the company's existing business. The implementation of the raised project will expand the company's market share in the capacitor film industry, upgrade and enrich the product mix, further enhance the company's influence and market value, and realize the healthy, balanced and sustainable development of the company in all aspects.
After this private offering, the company's business scope remains unchanged.

(2) The Company's reserves in personnel, technology, market, etc., for the investment projects of the raised funds
1. Personnel reserve

The company constantly improves the construction of talent echelon, talent structured training system, talent multi-career channel mechanism, and establishes an excellent management team with clear responsibilities and rich management experience. Accelerate the optimization of the company's talent structure, adopt a combination of "internal training and external introduction" to acquire talents, and form a good sense of competition and efficient working environment. The middle and senior managers of the company have accumulated rich experience in operation and management, and can effectively ensure that the company's operation policy and development strategy are in line with national policies, market changes and the company's own situation.

2. Technical reserve

Adhering to the tradition of innovation, the company has formed the integration of "scientific research - technological innovation - product innovation - industrialization of new products". The company has mastered the core technology of capacitor film, metallization coating and film capacitor production, has a R & D team composed of experts and experienced technicians, and has established close cooperative relations with many universities and research institutions at home and abroad. In addition, the company also participated in the formulation of industry standards such as "bidirectional tensile polypropylene film for capacitors", "Test Method for Film for Electrical Insulation", "Aluminum metallized polypropylene film for capacitors", "Aluminum metallized polyester film for capacitors", and is an active advocate of standardization in the industry.
The company has established a post-doctoral research workstation, which adds technical support for the further improvement of the company's technological innovation ability. A number of technological innovation achievements have obtained national patents, which provides strong technical support for the company's industrialization transformation and upgrading.

3. Market reserves

Through years of development, the company has accumulated a large number of high-quality customer resources in the industry. In recent years, the company firmly grasp the principle of taking the market as the leader, established a perfect marketing network, set up service outlets in the main user areas in China. The company strengthens professional service level, improves customer satisfaction, provides thoughtful service to users in time, and timely understands, collects and feedbacks market user information. These moves helped the company acquire a large number of influential customers. In addition, through the active expansion of overseas business, the company has established trade relations with relevant countries, and has a good market base in the United States, Italy, South Korea and India.
V. The Company shall take measures to fill the diluted immediate return of this non-public offering
In order to ensure the effective use of the raised funds, effectively prevent the risk of dilution of immediate returns, and improve the company's future return capacity, the Company intends to take the following main measures:

(I) Rationally coordinate funds and actively improve the company's profitability

After the fund is in place, the company's liquidity will be improved, the capital structure is more reasonable, and the financial cost will be reduced. The company will accelerate the development and development of the business in the future, further improve the market share and the overall competitive strength of the company, and improve the company's profitability.

(2) Accelerate the investment progress of the investment projects raised funds and strengthen the management of the raised funds

After the issuance of raised funds in place, the company will accelerate the construction of raised funds investment projects, strive to raise funds investment projects as soon as possible and achieve benefits. At the same time, after the funds raised by the private offering of A-shares are in place, the Company will, in accordance with relevant laws and regulations and the requirements of the Company's "Management System of Funds Raised", conduct special storage of the funds raised, strictly manage the use of the funds raised, strengthen the inspection and supervision of the use of the funds raised, ensure the rational and standardized use of the funds raised, improve the efficiency of the funds used as much as possible, and avoid idle funds.

(3) Strengthen operation management and internal control to provide institutional guarantee for the company's development

The Company will strictly comply with the requirements of the Company Law, the Securities Law, the Shanghai Stock Exchange Listing Rules and other laws, regulations and normative documents, constantly improve the corporate governance structure, ensure that shareholders can fully exercise their rights, ensure that the board of directors of the company can exercise their powers in accordance with laws and regulations and the Company's Articles of Association, and make scientific, prompt and prudent decisions. To ensure that the independent directors of the company can conscientiously perform their duties, safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders, and provide institutional guarantee for the development of the company. At the same time, the company will further optimize the governance structure, strengthen internal control, improve the level of operation and management, exert the efficiency of enterprise management and control, improve the efficiency of operation and management, control the operation and management risk.

4. Further improve the profit distribution system and strengthen the investor return system

The company will continue to pay attention to the reasonable return on investment to shareholders, while taking into account the sustainable development of the company, has formulated a sustainable, stable and scientific dividend policy. The listed Company will continue to revise and improve the Articles of Association and formulate shareholder return plans accordingly in accordance with the China Securities Regulatory Commission's Notice on Further Implementation of Matters Related to Cash Dividends of Listed Companies, Guidance on Supervision of Listed Companies No. 3 -- Cash Dividends of Listed Companies and other provisions. The company's profit distribution policy attaches great importance to reasonable investment returns for investors, especially small and medium investors. It will fully listen to the opinions of investors and independent directors, effectively safeguard the rights of shareholders to enjoy investment returns according to law, and reflect the long-term development concept of listed companies to actively return shareholders.
Vi. The relevant subject regarding the company's non-public offering of shares to fill the return measures can be effectively fulfilled the commitment made

(1) Commitments made by all directors and senior managers of the Company

In order to ensure that the company's return measures can be effectively implemented, the company's directors and senior managers undertake as follows:
1. Not transfer benefits to other units or individuals for free or under unfair conditions, nor damage the interests of the Company by other means;
2. Constraints on my job consumption behavior;
3. Do not use the company's assets to engage in investment and consumption activities unrelated to the performance of my duties;
4. The compensation system formulated by the board of Directors or the compensation committee shall be linked to the implementation of the company's supplementary return measures;
5. If the company implements the equity incentive plan in the future, the exercise conditions of the company's equity incentive will be linked to the implementation of the company's filling return measures;
6. From the issuance date of this Commitment to the completion of the implementation of this private offering, if the China Securities Regulatory Commission (CSRC) makes other new regulatory provisions on filling return measures and commitments, and the above-mentioned commitments cannot meet such provisions of the CSRC, the Company will issue supplementary commitments in accordance with the latest regulations of the CSRC.
As one of the subjects responsible for filling the return measures, if I violate the above commitments or refuse to perform the above commitments, I agree to accept relevant punishment or management measures taken by China Securities Regulatory Commission, Shanghai Stock Exchange and other securities regulatory authorities in accordance with relevant regulations and rules formulated or issued by them.

(ii) Commitments of the controlling shareholders and actual controllers of the Company

In order to enable the Company to fill the return measures can be effectively implemented, the Company's controlling shareholders and actual controllers undertake as follows:
1. Exercise the rights of shareholders in accordance with relevant laws, regulations and the company's articles of association, and do not interfere in the company's operation and management activities beyond its authority or occupy the company's interests;
2. From the issuance date of this Commitment to the completion of the implementation of this private offering, if the China Securities Regulatory Commission makes other new regulatory provisions on filling return measures and commitments, and the above-mentioned commitments cannot meet such provisions of the China Securities Regulatory Commission, the Company will issue supplementary commitments in accordance with the latest regulations of the China Securities Regulatory Commission at that time;
3. As one of the subjects responsible for filling the return measures, the promisor will effectively fulfill the relevant measures of filling the return formulated by the Company and any commitments made by the promisor concerning filling the return measures. If the Company or investors suffer losses due to the violation of such commitments, the promisor is willing to bear the liability for compensation to the company or investors according to law.
This is to announce.