Shenzhen Zhongfu Circuit Co., Ltd. (hereinafter referred to as "the Company") and all members of the Board of Directors guarantee that the content of the information disclosure is true, accurate, and complete, without any false records, misleading statements, or major omissions.
I. Meeting Information
The notice of the third meeting of the third Board of Directors of Shenzhen Zhongfu Circuit Co., Ltd. was communicated to all directors via WeChat, phone, etc., on May 28, 2026. In accordance with the "Rules of Procedure for Board Meetings of Shenzhen Zhongfu Circuit Co., Ltd.," all directors agreed to waive the notice period for this meeting and convened the meeting on May 29, 2026, in a combination of on-site and communication methods. A total of 6 directors were present, all in person (including Mr. Yu Peiyou and Mr. Wang Kun who attended via communication voting). The meeting was chaired by Chairman Wang Changmin, and senior management of the Company attended the meeting. The convening and holding of this Board meeting comply with the relevant provisions of the "Company Law of the People's Republic of China," the Articles of Association, and the "Rules of Procedure for Board Meetings" of the Company.
II. Meeting Resolutions
The meeting was fully discussed by the attending directors and voted by a show of hands, resulting in the following resolutions:
(1) Approval of the Proposal on the Company's Compliance with Conditions for Issuing Shares to Specific Objects
In accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," and the "Administrative Measures for the Registration of Securities Issuance by Listed Companies," the Board of Directors, based on the Company's actual situation, conducted a thorough self-examination and verification, concluding that the Company meets the current legal and regulatory requirements for issuing shares to specific investors. This proposal has been approved by the independent directors' special meeting, the Board's Strategic Committee, and the Board's Audit Committee. The proposal will be submitted to the Company's first extraordinary general meeting of 2026 for review and must be approved by more than two-thirds of the voting rights held by attending shareholders (including shareholder representatives).
Voting results: 6 votes in favor, 0 votes against, 0 votes abstained, 0 votes avoided.
(2) Approval of the Proposal on the Company's Plan for Issuing Shares to Specific Objects
2.01 Type and Par Value of Shares
The type of shares to be issued is domestic listed ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 6 votes in favor, 0 votes against, 0 votes abstained, 0 votes avoided.