I. Meeting Information
The notice for the 10th meeting of the 5th Board of Directors of Suzhou Tianfu Communication Co., Ltd. (hereinafter referred to as "the Company" or "Tianfu Communication") was sent via email on March 27, 2026. The meeting was held on April 6, 2026, in a combined format of on-site and communication. Six directors were supposed to attend, and all six directors participated in the meeting, along with senior management. The meeting complied with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association. The meeting was chaired by Mr. Zou Zhinong, who reviewed and approved the following proposals and matters, forming resolutions.
II. Review of Meeting Proposals
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Approval of the 2025 Annual Report and Summary The Board reviewed the "2025 Annual Report" and "2025 Annual Report Summary," unanimously agreeing that the report accurately and completely reflects the Company's financial status and operating results for 2025, without any false records, misleading statements, or significant omissions. The proposal has been approved by the Company's Audit Committee. Voting results: 6 votes in favor, 0 votes against, 0 abstentions. Detailed content can be found in the Company's "2025 Annual Report" (Announcement No.: 2026-010) and "2025 Annual Report Summary" (Announcement No.: 2026-011) published on the Giant Tide Information Network, available for investor review. This proposal is subject to approval at the 2025 Annual Shareholders' Meeting.
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Approval of the 2025 Board Work Report The Company and all members of the Board guarantee the authenticity, accuracy, and completeness of the information disclosed, with no false records, misleading statements, or significant omissions. The Board approved the "2025 Board Work Report," with details available in the "Management Discussion and Analysis" section of the "2025 Annual Report." Independent directors Ms. Geng Huimin and Ms. Lu Lin submitted their "Independent Directors' 2025 Annual Work Reports" to the Board, which will be presented at the 2025 Annual Shareholders' Meeting. Voting results: 6 votes in favor, 0 votes against, 0 abstentions. This proposal is subject to approval at the 2025 Annual Shareholders' Meeting.
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Approval of the 2025 General Manager Work Report After reviewing the "2025 General Manager Work Report," the Board concluded that the management effectively executed the Board's resolutions, maintaining stable development for the Company. Voting results: 6 votes in favor, 0 votes against, 0 abstentions.
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Approval of the 2025 Financial Settlement Report The Board believes that the "2025 Financial Settlement Report" objectively and truthfully reflects the Company's financial status and operating results for 2025. This proposal has been approved by the Company's Audit Committee. Voting results: 6 votes in favor, 0 votes against, 0 abstentions. Detailed content can be found in the Company's "2025 Financial Settlement Report" published on the Giant Tide Information Network. This proposal is subject to approval at the 2025 Annual Shareholders' Meeting.
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Approval of the 2025 Profit Distribution and Capital Reserve Conversion Plan Based on expectations for future development and the Company's 2025 profit level and overall financial status, the Company proposes the following profit distribution and capital reserve conversion plan: The Company plans to distribute a cash dividend of 7.00 RMB (tax included) per 10 shares, totaling 544,191,123.70 RMB (tax included), with no bonus shares issued, and the remaining undistributed profits carried forward to the next year. Additionally, the Company plans to convert capital reserves to increase share capital by 4 shares for every 10 shares, totaling 310,966,356 shares, with the total share capital increasing to 1,088,382,247 shares after the conversion. The Board believes this plan complies with the relevant provisions of the Company Law and the Articles of Association. Voting results: 6 votes in favor, 0 votes against, 0 abstentions. Detailed content can be found in the Company's announcement on the "2025 Profit Distribution and Capital Reserve Conversion Plan" (Announcement No.: 2026-014). This proposal is subject to approval at the 2025 Annual Shareholders' Meeting.