Meeting Overview - The 11th meeting of the 8th Board of Directors of Wuhan Fangu Electronics Technology Co., Ltd. was held on August 15, 2025, with all 8 directors present [1][2] - The meeting was chaired by Chairman Jia Xiongjie and complied with the relevant laws and regulations [1] Resolutions Passed - The board approved the proposal for the 2025 semi-annual asset impairment provision, which was reviewed by the audit committee [2] - The company plans to amend its articles of association to eliminate the supervisory board and transfer its powers to the audit committee [2][3] - The revised articles of association will take effect after approval at the 2025 first extraordinary general meeting [2][3] Governance Changes - The supervisory board will cease to function, and the rules governing the supervisory board will be abolished following the approval of the revised articles [3] - The company will rename and revise the "Shareholders' Meeting Rules" and "Board Meeting Rules" [4][5] - The independent director work system will also be revised [5][6] Financial Matters - The board approved a total credit line of RMB 490 million from various banks for working capital and other financial needs [7] - The detailed breakdown of the credit line includes amounts from several banks, with the largest being RMB 160 million from Minsheng Bank [7] Board Composition - Wang Bo has been nominated as a candidate for the board of directors to fill a vacancy left by a resigning director [7][8] - Wang Bo has extensive experience in software development and technology management, having joined the company in 2001 [8][9]

Core Points - The company has approved a comprehensive credit limit application of up to 300,000 million yuan for 2025, which can be used cyclically until the next annual shareholders' meeting [1][2] - A subsequent board meeting approved an additional credit limit application of up to 110,000 million yuan for subsidiaries to support their operational needs and expand financing channels [2] - The comprehensive credit includes various forms such as working capital loans, non-current loans, acceptance bills, factoring, guarantees, letters of credit, and bill discounts [2] Group 1 - The company held its fourth board meeting on April 23, 2025, to discuss the credit limit application [1] - The credit limit is valid from the date of approval until the next annual shareholders' meeting [1][2] - The board has proposed to authorize the management to handle financing matters within the approved limits [2][3] Group 2 - The comprehensive credit limit does not equate to the actual financing amount, which will be determined through further negotiations with financial institutions [2] - The company may use various assets as collateral for the credit applications, including real estate, land use rights, equipment, and intellectual property [2] - The proposal for the new credit limit will be submitted for approval at the first extraordinary shareholders' meeting of 2025 [3]

Core Viewpoint - The company is convening its second extraordinary general meeting of shareholders in 2025 to discuss several key proposals related to financing, transactions, and risk management following a significant asset restructuring [1][4]. Group 1: Daily Related Transactions - The company plans to increase the estimated amount for daily related transactions in 2025, which includes procurement of materials, equipment, and services from related parties, such as diesel, industrial gases, and software services [1][6]. - The total estimated amount for these daily related transactions is projected to be 142.9 million RMB, with actual transactions amounting to approximately 26.94 million RMB [5][6]. Group 2: Borrowing Proposal - The company intends to apply for a new borrowing limit of up to 15 billion RMB from its controlling shareholders and related parties to support daily operations and the development of newly acquired assets [6][8]. - This borrowing will have a maximum interest rate not exceeding the Loan Prime Rate (LPR) and will not require any form of guarantee [7][8]. Group 3: Guarantee Plan - A new guarantee plan is proposed with a total limit of 30 billion RMB for 2025, aimed at supporting the daily operations of the company and its subsidiaries [8][9]. - The guarantees will be exclusively for subsidiaries within the consolidated financial statements and will not involve related parties or joint ventures [9][10]. Group 4: Comprehensive Credit Facility - The company seeks to apply for a comprehensive credit facility of up to 50 billion RMB and 200 million USD to ensure smooth operations and reduce financing costs [12][13]. - This facility will cover various financial services, including loans and trade financing, with the final amount subject to approval by financial institutions [13]. Group 5: Foreign Exchange Derivatives - The company plans to engage in foreign exchange derivatives trading to mitigate risks associated with currency fluctuations, with an estimated maximum balance of 1 billion USD [14][15]. - This initiative is aimed at stabilizing the company's financial operations without speculative intentions [15]. Group 6: Entrusted Financial Management - The company proposes to conduct entrusted financial management with a maximum daily balance of 500 million RMB to enhance investment returns while ensuring operational safety [16]. - The management will be authorized to implement this plan within the approved limits and timeframe [16].

Group 1 - The company plans to provide a total guarantee amount of up to RMB 57 billion for its subsidiaries in 2025, with an additional performance guarantee of up to RMB 10.5 billion, totaling RMB 67.5 billion [9][10] - The board of directors has approved the proposal for the guarantee, which is subject to shareholder approval at the upcoming annual meeting [10][64] - The subsidiaries benefiting from the guarantees include Ganzhou Tongxingda Electronic Technology Co., Ltd., Nanchang Tongxingda Precision Optoelectronics Co., Ltd., and others, all of which are financially stable and have good creditworthiness [9][64] Group 2 - The company intends to apply for a cumulative comprehensive credit limit of up to RMB 10.2 billion from banks and financial institutions for 2025, which will support its operational and developmental needs [25][27] - The comprehensive credit limit includes various financing options such as working capital loans, project loans, and trade financing [25][26] - The board believes that this credit application will not pose significant financial risks to the company and will facilitate its growth [27] Group 3 - The company reported a revenue of RMB 955.88 million for 2024, an increase of 12.27% year-on-year, while the net profit attributable to shareholders decreased by 32.26% to RMB 32.51 million [71] - The company’s financial condition remains stable, with a focus on maintaining a reasonable profit distribution policy [75][80] - The proposed profit distribution plan for 2024 includes a cash dividend of RMB 0.4 per share, totaling approximately RMB 12.66 million, which represents 38.94% of the net profit attributable to shareholders [75][76] Group 4 - The company has undergone changes in accounting policies in accordance with new regulations issued by the Ministry of Finance, which will take effect from January 1, 2024 [28][30] - These changes are expected to provide a more accurate reflection of the company's financial status and operational results without significantly impacting its financial statements [32][49] - The board and supervisory committee have reviewed and approved the changes, ensuring compliance with relevant laws and regulations [49][81] Group 5 - The company has established a robust internal control system that effectively mitigates risks and complies with legal requirements [46] - The supervisory committee has conducted thorough reviews of the company's financial practices and found them to be sound and compliant [40][46] - The company is committed to transparency and accountability in its financial reporting and governance practices [40][46]

本次担保的对象为纳入合并报表范围内各级子公司（含新设立或新纳入合并范围的子公司）及信誉良好 且需融资支持的客户。公司纳入合并报表范围内子公司均不属于失信被执行人，其基本情况见附件。被 担保客户基本情况以具体业务实际发生对象为准。 登录新浪财经APP 搜索【信披】查看更多考评等级 根据《深圳证券交易所股票上市规则》及《公司章程》等相关规定，本次担保事项尚需提交公司2024年 年度股东会审议。 二、担保额度预计情况 ■ 注：公司为客户提供的担保主要是买方信贷和融资租赁业务。买方信贷业务是指公司拟向银行申请买方 信贷授信，对部分客户采用按揭贷款方式销售设备，即客户向银行申请办理设备按揭贷款，公司为借款 人提供担保，客户为公司提供反担保。融资租赁业务是指公司拟与具有相应业务资质的融资租赁公司开 展合作，采取向客户提供融资租赁的模式销售公司产品，并就提供的融资租赁业务提供担保。 三、被担保人的基本情况 四、担保协议的主要内容 本次审议的担保事项为担保额度预计，相关担保协议尚未签署，具体担保内容及金额以实际签署的协议 或合同为准。 五、董事会意见 本次被担保对象是公司纳入合并报表范围内各级子公司及信誉良好且需融资支持的客 ...