Core Points - The board of directors of Shanxi Huayang New Materials Co., Ltd. held its eighth meeting on September 24, 2025, where all proposed resolutions were approved unanimously [2][3][4]. Group 1: Board Meeting Details - The meeting was convened in accordance with the Company Law, Securities Law, and the company's articles of association, with all nine directors present [4]. - All resolutions discussed during the meeting received unanimous approval, with no votes against or abstentions [2][3]. Group 2: Resolutions Passed - The board approved several amendments to internal governance documents, including: - Revision of the Independent Director Work System [5]. - Revision of the Board Secretary Work System [7]. - Revision of the Special Committee Implementation Rules [8]. - Revision of the Information Disclosure Management System [9]. - Revision of the Insider Information Management System [11]. - Revision of the Management System for Directors and Senior Management Shareholding [11]. - Revision of the Management Measures for Minority Investors' Independent Voting [11]. - Change of the Media Interview and Investor Research Reception System to Investor Relations Management System [12]. - Establishment of a Management System for Director and Senior Management Departure [13]. - Establishment of a Management System for Temporary Suspension and Exemption of Information Disclosure [14]. - Establishment of a Major Information Internal Reporting System [14]. - Establishment of a Trial Internal Control System [15]. - Establishment of a Trial Internal Audit Work System [17]. - Revision of the External Guarantee Management System [17]. - Revision of the Management System for Related Party Transactions [17]. - Revision of the Financing Management System [17]. - Revision of the External Investment Management Measures [18]. - Revision of the Fundraising Management System [21]. Group 3: Guarantee and Financing - The company agreed to provide a guarantee for its wholly-owned subsidiary, Taiyuan Huashengfeng Precious Metal Materials Co., Ltd., for a loan of 20 million RMB from Everbright Bank [27][30]. - The loan is intended to meet the subsidiary's operational funding needs, with a term of two years and an expected interest rate not exceeding 3.6% [28][34]. - The board believes that the guarantee is necessary for the subsidiary's normal operations and that the associated risks are manageable [35][36]. Group 4: Upcoming Shareholder Meeting - The company will hold its fifth extraordinary general meeting of shareholders on October 14, 2025, to discuss the resolutions passed by the board [24][39]. - The meeting will utilize a combination of on-site and online voting methods [39][40].

Core Viewpoint - The announcement details the provision of guarantees by the company for its wholly-owned and controlling subsidiaries, aimed at supporting their financing needs and promoting business development [1][5]. Summary by Sections Guarantee Overview - The company has provided a guarantee of RMB 6.8 million for its wholly-owned subsidiary, Zhejiang Tongjuntang Traditional Chinese Medicine Co., Ltd., and a guarantee of RMB 4 million for its controlling subsidiary, New Leading (Chongqing) Pharmaceutical Technology Co., Ltd. [1] - The total actual guarantee balance for Zhejiang Tongjuntang is RMB 145 million (including this guarantee), and for Chongqing New Leading, it is RMB 13.57 million (including this guarantee) [1]. Approval Process - The company held board meetings on April 7, 2025, and April 29, 2025, to approve the provision of guarantees for the fiscal year 2025 [2]. - The company adjusted the unused guarantee quota of RMB 40 million from its subsidiary, Zhejiang Tongjuntang, to another subsidiary, Tongjuntang [2]. Financial Status of Guaranteed Entities - Zhejiang Tongjuntang Traditional Chinese Medicine Co., Ltd. has total assets of RMB 492.19 million and total liabilities of RMB 293.63 million, with a net profit of RMB 55.30 million [4]. - New Leading (Chongqing) Pharmaceutical Technology Co., Ltd. has total assets of RMB 25.75 million and total liabilities of RMB 11.99 million, with a net asset value of RMB 13.76 million [4]. Necessity and Reasonableness of Guarantees - The guarantees are deemed necessary to meet the operational and financing needs of the subsidiaries, aligning with the company's development strategy [5]. - The financial condition of the guaranteed entities is stable, and the overall risk is controllable, ensuring no significant impact on the company's daily operations [5]. Board Opinion - The board believes that the guarantees will enhance financing efficiency, reduce costs, and support sustainable business development, considering the subsidiaries' financial stability and creditworthiness [5]. External Guarantee Status - As of the announcement date, the company has no overdue guarantees and maintains a total external guarantee balance without any overdue items [6].

本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 重要内容提示： ● 被担保人名称：南京华格电汽塑业有限公司，公司之子公司 证券代码：600775 证券简称：南京熊猫 公告编号：临2025-014 南京熊猫电子股份有限公司 关于为子公司融资提供担保额度的公告 ● 本次担保金额及已实际为其提供的担保余额：本次公司为南京华格电汽塑业有限公司总额不超过人民 币3,000万元融资提供担保，期间自2024年年度股东大会结束之次日起至2025年年度股东大会召开之日 止。截至公告日，公司实际为子公司提供的担保余额是人民币779.09万元，其中为南京华格电汽塑业有 限公司提供的担保余额是人民币755.10万元，均在股东大会批准总额范围内。 ● 本次担保是否有反担保：无 ● 对外担保逾期的累计数量：无 经南京熊猫电子股份有限公司（以下简称"公司"）2023年年度股东大会批准的公司为子公司南京熊猫通 信科技有限公司、南京华格电汽塑业有限公司（以下简称"华格电汽"）、成都熊猫电子科技有限公司融 资提供担保的有效期将于2024年年度股东大会召开之日届满 ...