I. Meeting Information
The second meeting of the 10th Board of Directors of Xinling Electric Co., Ltd. (hereinafter referred to as "the Company") was held on March 30, 2026, in the company conference room, combining on-site and communication methods. The meeting notice was sent out electronically on March 20, 2026. A total of 7 directors were supposed to attend, and all 7 directors were present. The meeting was chaired by Mr. Hu Zhixing, the Chairman, and senior management attended the meeting. The convening, holding methods, and procedures of this meeting comply with the provisions of the Company Law of the People's Republic of China and other laws, regulations, and the Articles of Association.
II. Meeting Resolutions
After full discussion among the attending directors, the following proposals were approved at the meeting:
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Proposal on the 2025 Annual Report and its Summary
This proposal has been reviewed and approved by the Board's Audit Committee. Upon review, the Board believes that the contents of the Company's 2025 Annual Report and its summary are true, accurate, and complete, with no false records, misleading statements, or significant omissions. The preparation and review procedures comply with legal and regulatory requirements and relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and it is agreed to be disclosed externally.
Voting results: 7 votes in favor, 0 votes against, 0 abstentions.
For details, please refer to the Company's disclosure on the same day on the Giant Tide Information Network (www.cninfo.com.cn) regarding the "2025 Annual Report" (Announcement No. 2026-012) and "2025 Annual Report Summary" (Announcement No. 2026-013). The "2025 Annual Report Summary" is also published in the Shanghai Securities Journal, Securities Times, and Securities Daily. -
Proposal on the 2025 Board of Directors Work Report
In 2025, the Board of Directors strictly followed the Company Law, Securities Law, Shenzhen Stock Exchange GEM Listing Rules, and other regulations, actively carrying out various board tasks. All directors fulfilled their responsibilities diligently to ensure the Company's standardized operations and promote sustainable and stable development, safeguarding the interests of the Company and all shareholders.
Voting results: 7 votes in favor, 0 votes against, 0 abstentions.
This proposal will be submitted to the Company's 2025 Annual Shareholders' Meeting for review. For specific content, please refer to the relevant sections in the Company's disclosure on the same day on the Giant Tide Information Network regarding the "2025 Annual Report" (Announcement No. 2026-012). -
Proposal on the 2025 General Manager Work Report
In 2025, the General Manager actively carried out work according to legal regulations and the Company's Articles of Association, fulfilling responsibilities diligently to ensure standardized operations and promote sustainable development.
Voting results: 7 votes in favor, 0 votes against, 0 abstentions. -
Proposal on the 2025 Profit Distribution Plan
The profit distribution plan is as follows: based on the total share capital of 102,447,600 shares as of December 31, 2025, a cash dividend of 2.00 RMB (including tax) will be distributed for every 10 shares, with no capital reserve conversion or bonus shares issued. If this profit distribution plan is approved by the shareholders' meeting, the Company expects to distribute a cash dividend of 20,489,520.00 RMB (including tax) for the 2025 fiscal year. The remaining undistributed profits will be carried forward to future distributions.
If the total share capital changes before the distribution due to convertible bonds, share buybacks, stock option exercises, or refinancing, the distribution ratio will be adjusted accordingly while keeping the total distribution amount unchanged. The actual distribution results will be based on the calculations by the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited.
Voting results: 7 votes in favor, 0 votes against, 0 abstentions.
This proposal will be submitted to the Company's 2025 Annual Shareholders' Meeting for review. For details, please refer to the Company's disclosure on the same day regarding the "2025 Profit Distribution Plan" (Announcement No. 2026-016).