Oriental Electronics Co., Ltd.
Announcement of the Resolution of the 19th Meeting of the 11th Board of Directors
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are free from false representations, misleading statements, or material omissions.
I. Meeting Convening Situation
The 19th meeting of the 11th Board of Directors of Oriental Electronics Co., Ltd. (hereinafter referred to as the "Company") was held via written voting on July 23, 2026. The meeting notice was sent to all directors via email on July 20, 2026. This meeting was an extraordinary meeting. Nine directors were required to attend, and nine directors actually attended. The meeting was convened and presided over by Chairman Mr. Fang Zhengji. The Company's Board Secretary and senior management attended the meeting.
The meeting notice and convening procedures comply with the provisions of the "Company Law," "Articles of Association," and other relevant regulations. The resolution of the meeting is legal and valid.
II. Deliberation of Meeting Proposals
The proposal "Regarding the Company's Acquisition of Land and Investment in the Construction of a Smart Energy Innovation Industrial Park" was deliberated and approved.
The "Announcement Regarding the Acquisition of Land and Investment in the Construction of a Smart Energy Innovation Industrial Park" (Announcement No.: 2026-21) was published on the same day in China Securities Journal, Securities Times, and the Juchao Information Network (www.cninfo.com.cn).
Voting Results: The proposal was passed. There were 8 votes in favor, 1 vote against, and 0 abstentions.
Director Mr. Hu Hanyang raised an objection with the following reasons:
① The investment rhythm of the project is not prudent, and the financial risks are high. The Company still has ongoing industrial park projects that have not yet been completed and put into operation or generated stable returns. Adding a large amount of heavy asset investment on this basis will significantly increase the Company's capital expenditure pressure, squeeze R&D and market investment in the main business, and form obvious pressure on the Company's cash flow and medium-to-long-term financial stability.
② The core risks of the project are not sufficiently disclosed. This proposal has not fully and completely disclosed the industry cycle risks, capacity utilization rate risks, asset idle risks, and investment recovery uncertainties corresponding to this large investment. The relevant feasibility study is relatively weak, lacking sufficient risk stress tests and independent third-party evaluation basis.
③ The decision-making process has compliance risks. The proposal does not clearly state whether the Company's internal decision-making procedures are complete, and whether there is a risk that the investment project cannot be carried out due to the failure to complete subsequent internal approval procedures.
The investment amount for this project is as high as RMB 2.47 billion, accounting for over 30% of the net assets of Oriental Electronics Group Co., Ltd. (hereinafter referred to as "Group Company") as audited most recently. This has reached the threshold for major investment matters stipulated in the Group Company's Articles of Association. I understand that currently, only preliminary party building research and discussion have been carried out for this project, and the deliberation and approval procedures of the Group Company's shareholders' meeting have not yet been completed. If the Company's Board of Directors approves the proposal, and it is subsequently not approved by the Group Company's shareholders' meeting or not submitted to the Group Company's shareholders' meeting for deliberation, then this project may have procedural flaws. I request that the Board of Directors include the corresponding compliance risks in the proposal to fully protect the interests of the Company's shareholders and investors' right to know.