八方电气（苏州）股份有限公司第三届董事会第十二次会议决议公告

Group 1 - The company held its 12th meeting of the third board of directors on February 9, 2026, with all six directors present, and the meeting was deemed legally valid [2][4] - The board approved a proposal for the establishment of a holding company in partnership with related parties, which was reviewed by independent directors prior to the board meeting [3][11] - The proposal involves the establishment of Tianjin Naisi Mufu Trading Co., Ltd. with a registered capital of 20 million RMB, where the company's wholly-owned subsidiary will hold 60% of the shares [7][8] Group 2 - The investment will be made by the company's wholly-owned subsidiary, Bafang (Tianjin) Electric Technology Co., Ltd., in collaboration with natural persons Gao Zhiming and Wang Zhimin [8][10] - The shareholding structure will be 60% for Bafang Tianjin, 30% for Gao Zhiming, and 10% for Wang Zhimin, with the latter being classified as a related party due to familial ties with the company's chairman [8][13] - The new company will not have a significant impact on the company's financial performance in the short term, and its future operations may be subject to market uncertainties [9][31] Group 3 - The investment agreement stipulates that the three parties will contribute a total of 20 million RMB, with specific amounts allocated to each party [17] - The governance structure of the new company will include a shareholders' meeting and a single director, with management responsibilities assigned to Wang Zhimin [18][20] - The agreement includes restrictions on share transfers and competition for five years, ensuring that parties do not engage in competing businesses [23][24] Group 4 - The independent directors have reviewed the transaction and concluded that it aligns with the company's operational needs and does not harm the interests of the company or minority shareholders [32] - The board's approval of the transaction does not require submission to the shareholders' meeting, pending local regulatory approval for the new company [34][35] - The company has not engaged in any related transactions with the same or different related parties in the past 12 months [35]