青岛鼎信通讯股份有限公司 会议资料 召开时间：2025 年 9 月 11 日 目 录 青岛鼎信通讯股份有限公司 2025 年第二次临时股东大会议程 青岛鼎信通讯股份有限公司 2025 年第二次临时股东大会参会须知 青岛鼎信通讯股份有限公司 2025 年第二次临时股东大会审议议案 议案一、关于取消监事会及修订《公司章程》的议案 议案二、关于修订《关联交易管理制度》的议案 议案三、关于修订《股东会议事规则》的议案 议案四、关于修订《董事会议事规则》的议案 议案五、关于修订《独立董事工作制度》的议案 议案六、关于修订《募集资金管理和使用制度》的议案 议案七、关于修订《对外担保决策制度》的议案 议案八、关于修订《对外投资管理制度》的议案 议案九、关于续聘会计师事务所的议案 青岛鼎信通讯股份有限公司 2025 年第二次临时股东大会议程 一、 现场会议召开时间：2025 年 9 月 11 日下午 13:30 二、 现场会议召开地点： 青岛市高新区华贯路 858 号鼎信科技产业园 4 号楼 B 座 1 层会议室 三、 会议出席对象 公司股东或其委托人； 四、会议议程 青岛鼎信通讯股份有限公司 2025 年第二次临时股东大会 ...

青岛鼎信通讯股份有限公司 2025 年第二次临时股东大会 会议资料 召开时间：2025 年 9 月 11 日 1 目 录 青岛鼎信通讯股份有限公司 2025 年第二次临时股东大会议程 青岛鼎信通讯股份有限公司 2025 年第二次临时股东大会参会须知 青岛鼎信通讯股份有限公司 2025 年第二次临时股东大会审议议案 2 议案一、关于取消监事会及修订《公司章程》的议案 议案二、关于修订《关联交易管理制度》的议案 议案三、关于修订《股东会议事规则》的议案 议案四、关于修订《董事会议事规则》的议案 议案五、关于修订《独立董事工作制度》的议案 议案六、关于修订《募集资金管理和使用制度》的议案 议案七、关于修订《对外担保决策制度》的议案 议案八、关于修订《对外投资管理制度》的议案 议案九、关于续聘会计师事务所的议案 青岛鼎信通讯股份有限公司 2025 年第二次临时股东大会议程 青岛市高新区华贯路 858 号鼎信科技产业园 4 号楼 B 座 1 层会议室 四、会议议程 3 一、 现场会议召开时间：2025 年 9 月 11 日下午 13:30 二、 现场会议召开地点： 三、 会议出席对象 1、股权登记日收市后在中国证券登记 ...

Core Viewpoint - Dingxin Communication (603421) reported a significant decline in financial performance for the first half of 2025, with total revenue dropping by 50.99% year-on-year and a net loss of 2.19 billion yuan, marking a 350.52% decrease compared to the previous year [1] Financial Performance Summary - Total revenue for the first half of 2025 was 704 million yuan, down from 1.437 billion yuan in 2024, reflecting a 50.99% decrease [1] - The net profit attributable to shareholders was -2.19 billion yuan, compared to -48.648 million yuan in 2024, a decline of 350.52% [1] - The gross profit margin decreased to 28.08%, down 30.1% year-on-year, while the net profit margin fell to -31.13%, a drop of 819.16% [1] - Total expenses (selling, administrative, and financial) amounted to 216 million yuan, accounting for 30.74% of total revenue, which is an increase of 42.51% year-on-year [1] - Earnings per share were -0.34 yuan, a decrease of 385.71% from -0.07 yuan in 2024 [1] Cash Flow and Financial Health - Cash and cash equivalents decreased to 240 million yuan, down 56.73% from 555 million yuan in 2024 [1] - The ratio of cash to total assets was only 5.93%, and cash to current liabilities was 43.48%, indicating potential liquidity concerns [4] - The average operating cash flow over the past three years relative to current liabilities was only 14.26% [4] Business Model and Historical Performance - The company's business relies heavily on research and marketing efforts, which require further investigation into their effectiveness [3] - Historical data shows a median Return on Invested Capital (ROIC) of 11.6%, with the worst year being 2024 at -5.56% [3] - The company has reported a total of eight annual reports since its listing, with only one year showing a profit, suggesting a need for deeper analysis of underlying issues [3]

Core Viewpoint - Qingdao Dingxin Communication Co., Ltd. held its 13th meeting of the 5th Board of Directors on August 25, 2025, where several important resolutions were passed, impacting the company's future development and regulatory operations [1][3]. Summary by Relevant Sections Meeting Details - The meeting was conducted both in-person and via communication, with all 8 board members present, along with 3 supervisors and senior management [1]. Resolutions Passed - The board approved the 2025 semi-annual report and its summary, which had previously been reviewed by the audit committee [2]. - Multiple governance system revisions were approved, including updates to the related party transaction management system, shareholder meeting rules, and various internal management protocols [2]. - The resolution to reappoint the accounting firm was passed, pending approval at the upcoming extraordinary general meeting [2]. - A resolution to convene the 2025 second extraordinary general meeting was also approved [2]. Impact on Company Operations - The resolutions are expected to significantly influence Dingxin Communication's future operations and compliance, with investors encouraged to monitor related disclosures on the Shanghai Stock Exchange [3].

Core Viewpoint - The significant decline in performance of Dingxin Communications is primarily attributed to external environmental changes, particularly the impact of being "blacklisted" by State Grid and Southern Grid, leading to a drastic drop in revenue and profitability [1][2][3] Financial Performance - In the first half of 2025, Dingxin Communications reported revenue of 704 million yuan, a 50.99% decrease from 1.437 billion yuan in the same period last year [1][3] - The net profit attributable to shareholders was -219 million yuan, worsening from -48.64 million yuan year-on-year [1][2] Business Challenges - The core power business faced unprecedented challenges due to the dual "blacklist" from State Grid and Southern Grid, which is expected to result in a revenue loss exceeding 4 billion yuan over the next three years [2][3] - The company's firefighting business, which was hoped to offset losses, is also struggling due to the downturn in the real estate sector, leading to decreased demand for firefighting products [3][4] Strategic Shift - Dingxin Communications is transitioning from being a "device supplier" to a "solution provider," aiming to diversify its business model and reduce reliance on single-bid markets [2][3] - The company is accelerating its shift towards industrial firefighting, viewing it as a "second growth curve," with new products developed for various applications [3][4] Market Position and Future Outlook - The company has seen its sales in non-real estate markets surpass those in real estate for the first time, indicating progress in business structure optimization [4] - Despite this, the firefighting segment remains unprofitable, with the subsidiary reporting revenue of 157 million yuan but a net loss of 1.54 million yuan [4] - The lifting of the "blacklist" by the two major grids is approaching, with Southern Grid's warning expiring in October 2024 and State Grid's in February 2025, but the long-term impact of these events is expected to persist for 2 to 3 years [4]

General Principles - The external guarantee decision system is established to regulate Qingdao Dingxin Communication Co., Ltd.'s external guarantee behavior, prevent guarantee risks, and ensure stable operations [2] - External guarantees refer to the company providing guarantees for debts incurred by third parties, including guarantees for subsidiaries [2][3] - The system applies to the company and all its wholly-owned subsidiaries, holding subsidiaries, and holding sub-subsidiaries [2] Decision Authority for External Guarantees - External guarantee matters must be reviewed by the board of directors or shareholders' meeting, and guarantees cannot be provided without approval [3][4] - Guarantees exceeding 10% of the latest audited net assets or 50% of total external guarantees require board and shareholder approval [3][4] - Shareholders related to the guarantee must abstain from voting on the relevant proposals [4] Application and Review Procedures - The company must assess the credit status of the guaranteed party and evaluate the benefits and risks before deciding on a guarantee [5][6] - The finance department is responsible for the initial review and daily management of external guarantees [5][6] - A multi-level review system is implemented, involving various departments to ensure compliance and risk assessment [6][7] Daily Management and Risk Control - Written guarantee contracts must be established, and the finance department is responsible for the registration and management of all external guarantees [9][10] - Continuous monitoring of the guaranteed party's financial status is required, and any significant adverse changes must be reported to the board [10][11] - If the guaranteed party defaults, the company must initiate recovery procedures immediately [10][11] Disclosure Obligations - The company must disclose external guarantee information in accordance with the Shanghai Stock Exchange rules, including total guarantees and their proportions relative to the latest audited net assets [9][11] - Timely disclosure is required if the guaranteed party fails to fulfill repayment obligations or faces bankruptcy [11] Implementation and Effectiveness - The system becomes effective upon approval by the shareholders' meeting, and the previous external guarantee decision system is automatically abolished [11]

Core Viewpoint - The company has established a public opinion management system to enhance its ability to respond to various public opinions, protect investor rights, and mitigate impacts on stock prices and business reputation [1][2]. Group 1: General Principles - The public opinion referred to includes negative or false media reports, rumors that may harm the company, and information that could affect investor decisions and cause stock price fluctuations [1]. - The system applies to the company and its departments, subsidiaries, and affiliates [1]. Group 2: Organizational Structure and Responsibilities - A public opinion response leadership group has been formed, consisting of the chairman, board secretary, and other senior management to oversee public opinion management [2]. - The leadership group is responsible for decision-making, assessing the impact of public opinion, coordinating external communications, and reporting to regulatory authorities [2]. Group 3: Processing Principles and Measures - The company emphasizes quick response, coordinated communication, and proactive engagement in handling public opinion [3][4]. - Specific measures include self-inspection and communication with the Shanghai Stock Exchange when significant media coverage occurs, enhancing investor communication, and taking legal action against false information [4][5]. Group 4: Accountability - The company holds internal departments and personnel accountable for breaches of confidentiality regarding undisclosed significant information, with potential penalties for violations [5]. - Media that disseminate false or misleading information may also face legal consequences from the company [5]. Group 5: Supplementary Provisions - The management system will adhere to national laws and regulations, and the board of directors is responsible for its formulation and revision [7].

Core Viewpoint - The article outlines the establishment and operational rules of the Nomination Committee of Qingdao Dingxin Communication Co., Ltd., emphasizing its role in enhancing corporate governance and the selection process for directors and senior management [2][3]. Group 1: General Provisions - The Nomination Committee is established to improve the selection standards and procedures for directors and senior management, in accordance with relevant laws and the company's articles of association [2]. - The committee operates independently from other departments or individuals within the company [2]. Group 2: Composition of the Committee - The Nomination Committee consists of three directors, with independent directors holding a majority [3]. - The committee's chairperson is an independent director, responsible for leading the committee's activities [3]. Group 3: Responsibilities and Authority - The committee is tasked with proposing the size, composition, and qualifications for the board of directors and senior management based on the company's operational needs [7]. - It is responsible for identifying and recommending qualified candidates for directors and senior management positions [7]. - The committee must submit its proposals and findings to the board for review and decision-making [4][7]. Group 4: Decision-Making Procedures - The committee must actively engage with relevant personnel to assess the company's needs for new directors and senior management [9]. - A thorough vetting process for candidates is required, including gathering detailed professional backgrounds and obtaining consent from nominees [10][5]. Group 5: Meeting Rules - The committee can convene meetings as needed, with specific notification requirements for meeting details [7]. - A quorum for meetings requires the presence of more than half of the committee members [8]. - Meeting records must be maintained, including attendance, agenda, and voting results [9][10]. Group 6: Miscellaneous Provisions - The rules are subject to amendments based on changes in national laws or the company's articles of association [30]. - The board of directors is responsible for the formulation and interpretation of these rules [11].

Core Viewpoint - The report highlights significant declines in revenue and profit for Qingdao Topscomm Communication Co., Ltd. in the first half of 2025, primarily due to adverse external conditions affecting sales in the power products sector and a shift towards solution provision, impacting profit margins [4][6]. Company Overview and Financial Indicators - Company Name: Qingdao Topscomm Communication Co., Ltd. [2] - Stock Code: 603421 [2] - Major Financial Data: - Revenue: CNY 704.13 million, down 50.99% year-on-year [4] - Total Profit: CNY -222.92 million [4] - Net Profit Attributable to Shareholders: CNY -219.17 million [4] - Net Assets: CNY 2.92 billion, down 6.99% from the previous year [4] - Total Assets: CNY 4.08 billion, down 12.43% from the previous year [4] Industry and Business Analysis - The company focuses on the power industry and fire alarm sectors, aligning with national policies for energy transition and technological innovation [4][5]. - The energy sector is undergoing a green transformation, with an emphasis on clean, efficient, and intelligent energy systems [4][5]. - The company is actively involved in the development of smart grid solutions, enhancing its product offerings in energy measurement, collection, and distribution automation [5][6]. Product Development and Market Position - The company has developed a competitive product matrix for smart grid applications, including low-voltage power line communication and energy quality management devices [5][6]. - Recent advancements include high-protection-grade smart energy meters capable of withstanding extreme environmental conditions, enhancing operational reliability [9][10]. - The company is expanding its product lines to cover diverse metering scenarios, including smart water meters and energy meters for various sectors [10][11]. Strategic Initiatives and Future Outlook - The company is focusing on integrating new energy technologies, electric vehicle charging infrastructure, and smart sensing terminals to enhance its market position [6][7]. - It aims to leverage government policies and market trends to optimize product offerings and develop sustainable growth engines [6][7]. - The company is also exploring overseas markets for advanced metering infrastructure (AMI) solutions, aligning with international communication standards [11][12]. Regulatory and Standardization Efforts - The company is involved in drafting national standards for flexible load control terminals and monitoring equipment, enhancing its influence in the industry [16][17]. - It is committed to improving the quality and performance of its products to meet the evolving demands of the power sector [21][23].

Meeting Overview - The fifth meeting of the Supervisory Board of Qingdao Dingxin Communication Co., Ltd. was held on August 25, 2025, with three supervisors present, complying with relevant laws and regulations [1][2]. Supervisory Board Resolutions - The Supervisory Board unanimously approved the review of the company's 2025 semi-annual report, confirming that the preparation and review procedures met legal and internal management requirements [1][2]. - The content and format of the 2025 semi-annual report were found to comply with the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, accurately reflecting the company's operational and financial status [1][2]. - No violations of confidentiality were found among those involved in the preparation and review of the semi-annual report [1]. - The Supervisory Board guarantees the authenticity, accuracy, and completeness of the disclosed information in the semi-annual report, assuming legal responsibility for any false statements or omissions [1]. Voting Results - The voting results for the resolutions were unanimous, with three votes in favor, zero against, and zero abstentions [2].