天奇自动化工程股份有限公司第九届董事会第十一次（临时）会议决议公告

Group 1 - The company held its 11th temporary meeting of the 9th Board of Directors on December 29, 2025, with all 9 directors present, and the meeting was chaired by Chairman Huang Bin [2][3] - The board approved the election of employee representative director Guo Xuhao to the Audit Committee, which now includes Guo, Zhu Xiangjun (Chairman), and Cui Chun [3][31] - The board also approved the proposal for the company to issue A-shares to specific targets, confirming compliance with relevant laws and regulations [3][4][19] Group 2 - The company plans to issue up to 120 million A-shares, with a total fundraising amount not exceeding 976.8412 million yuan, to be used for specific projects [10][11][40] - The shares will be issued at a price not lower than 80% of the average trading price over the last 20 trading days prior to the pricing date [9][10] - The shares will have a lock-up period of six months from the issuance date, and the proceeds will be managed according to strict regulations [13][46] Group 3 - The company has outlined measures to mitigate the dilution of immediate returns due to the issuance, including accelerating project construction and improving operational efficiency [44][45] - The company has established a comprehensive human resources management system and has a strong technical team to support the new projects [41][42] - The company will ensure compliance with its profit distribution policy and maintain a stable dividend strategy to protect shareholder interests [48][50]