Securities Code: 300638
Securities Abbreviation: Guanghetong
Announcement No.: 2026-030
Shenzhen Guanghetong Wireless Co., Ltd.
Announcement of Resolutions of the 24th Meeting of the Fourth Board of Directors
The Company and all members of the Board of Directors guarantee the content of the information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
The Fourth Board of Directors meeting of Shenzhen Guanghetong Wireless Co., Ltd. (hereinafter referred to as the "Company") was convened on June 29, 2026, with the meeting notice issued on June 25, 2026. The meeting was held in person and via teleconference. Seven directors were eligible to attend, and all seven attended. Directors Wang Ning and Wu Cheng Gang attended via teleconference. All senior management personnel of the Company attended the meeting. Chairman Zhang Tianyu presided over the meeting. The convening and holding of the Board meeting complied with relevant national laws, regulations, and the "Articles of Association" of the Company. After full discussion and deliberation, the meeting passed the following resolutions:
I. Deliberation and Approval of the "Proposal on the Company Meeting the Conditions for Major Asset Restructuring"
The Company intends to acquire 37.16% of the shares of Shenzhen Hongsheng Electronics Co., Ltd. (hereinafter referred to as the "Target Company" or "Hongsheng Electronics") by paying cash, and to achieve control of the Target Company through an acting-in-concert agreement (hereinafter referred to as the "Transaction"). Upon completion of the Transaction, Hongsheng Electronics will become a controlling subsidiary of the Company.
In accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Administrative Measures for Major Asset Restructuring of Listed Companies," the "Administrative Measures for Supervision of State-owned Equity of Listed Companies," and the "Supervisory Guidelines for Listed Companies No. 9 — Regulatory Requirements for Listed Companies Planning and Implementing Major Asset Restructuring," and other laws, regulations, and normative documents, after thorough self-inspection and verification of the Company's actual situation and related matters, the Company's Board of Directors believes that the Transaction meets all the requirements and conditions stipulated in the relevant laws, regulations, departmental rules, and normative documents, and that this restructuring meets the conditions for major asset restructuring.
Please refer to the announcement published on the same day on the GEM information disclosure website designated by the China Securities Regulatory Commission, the Eastmoney Information Network (http://www.cninfo.com.cn).
This proposal has been reviewed and approved by the Board's Strategy and Investment Committee.
Voting Results: Based on the tally of votes, 7 votes were in favor, 0 votes were against, and 0 abstentions. The proposal was approved.
This proposal still needs to be submitted to the shareholders' meeting for consideration.
II. Deliberation and Approval of the "Proposal on the Company's Major Asset Purchase Plan"
The Company intends to acquire 37.16% of the shares of Hongsheng Electronics by paying cash and to achieve control of the Target Company through an acting-in-concert agreement. Upon completion of the Transaction, Hongsheng Electronics will become a controlling subsidiary of the Company.
The specific plan for this restructuring is as follows:
(I) Overview of the Transaction