Securities Code: 300394
Securities Abbreviation: Tianfu Communication
Announcement No.: 2026-034
Suzhou Tianfu Communication Co., Ltd.
Announcement of Resolutions of the 11th Extraordinary Meeting of the 5th 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 records, misleading statements, or major omissions.
I. Convening of the Board Meeting
The notice for the 11th extraordinary meeting of the 5th Board of Directors of Suzhou Tianfu Communication Co., Ltd. (hereinafter referred to as the "Company" or "Tianfu Communication") was issued via email on August 8, 2026. The meeting was held on August 12, 2026, through a combination of on-site and teleconference methods. A total of 6 directors were eligible to attend, and 6 directors actually attended. Senior management personnel of the company attended the meeting. The convening of this meeting complies with the relevant provisions of the "Company Law of the People's Republic of China," the "Articles of Association," and other laws, regulations, and normative documents. The meeting was presided over by Chairman Mr. Zou Zhicai, and the following proposals and matters were deliberated and resolved.
II. Deliberation of the Board Meeting
- Deliberation of the "Proposal on the <2026 Restricted Stock Incentive Plan (Draft)> and its Summary"
To further improve the company's corporate governance structure, establish and improve a long-term incentive and restraint mechanism, attract and retain professional management personnel and core backbone employees, fully mobilize their enthusiasm and creativity, effectively enhance the cohesion of the core team and the company's core competitiveness, and effectively align the interests of shareholders, the company, and the core team, so that all parties jointly focus on the company's long-term development and ensure the achievement of the company's development strategy and business objectives. While fully protecting the interests of shareholders, and in accordance with the principle of equal rewards for equal contributions, and based on the "Company Law," "Securities Law," "Measures for the Administration of Equity Incentives for Listed Companies," and other relevant laws, administrative regulations, normative documents, and the "Articles of Association," the company has formulated the "<2026 Restricted Stock Incentive Plan (Draft)> and its Summary," and plans to grant 2.2887 million restricted shares to relevant incentive recipients. This incentive plan is a one-time grant, with no reserved equity.
Company directors Mr. Wang Zhihong and Mr. Zhu Songgen are incentive recipients of this equity incentive. Directors Mr. Zou Zhicai and Mr. Ou Yang are close relatives of the incentive recipients of this equity incentive plan. Therefore, these four directors are related parties and must recuse themselves from voting.
The proposal was deliberated and approved by the Remuneration and Assessment Committee of the Board of Directors.
Voting results: 2 votes in favor, 0 votes against, 0 abstentions. As there were fewer than three independent directors, this proposal was directly submitted to the Company's 2026 Second Extraordinary Shareholders' Meeting for deliberation.
For details, please refer to the "<2026 Restricted Stock Incentive Plan (Draft)> and its Summary" published by the Company on the Juchao Information Network.
- Deliberation of the "Proposal on the <2026 Restricted Stock Incentive Plan Implementation and Assessment Management Measures>"
To ensure the smooth implementation of the Company's 2026 Restricted Stock Incentive Plan and the achievement of the Company's development strategy and business objectives, the Company has formulated the "<2026 Restricted Stock Incentive Plan Implementation and Assessment Management Measures>" in accordance with relevant laws, regulations, and the Company's actual situation.