Core Viewpoint - Wenzhou Hongfeng Electric Alloy Co., Ltd. plans to redeem its convertible bonds "Hongfeng Convertible Bonds" ahead of schedule, following the approval of its board of directors and in compliance with relevant regulations [9]. Group 1: Bond Issuance and Listing - The company issued 3.2126 million convertible bonds on March 15, 2022, with a total fundraising amount of RMB 321.26 million, netting RMB 315.0554 million after expenses [1]. - The bonds were listed on the Shenzhen Stock Exchange on April 8, 2022, under the name "Hongfeng Convertible Bonds" with the code "123141" [2]. Group 2: Conversion Terms - The conversion period for the bonds is from March 21, 2022, to March 14, 2028, with an initial conversion price set at RMB 6.92 per share [2]. - The conversion price has been adjusted multiple times due to profit distribution, with the latest adjustment bringing it down to RMB 5.35 per share effective from June 28, 2024 [5][6]. Group 3: Conditional Redemption - The bonds have a conditional redemption clause that allows the company to redeem them if the stock price exceeds 130% of the conversion price for at least 15 trading days within a 30-day period [6]. - The company has triggered this redemption condition, as the stock price has met the criteria from July 8 to July 31, 2025 [6][7]. Group 4: Redemption Details - The redemption price is set at RMB 100.92 per bond, which includes accrued interest calculated based on a 2.0% annual interest rate [7]. - The redemption process will be communicated to bondholders, with the redemption date set for September 5, 2025, and the bonds will be delisted from the exchange thereafter [8]. Group 5: Compliance and Approval - The board of directors approved the early redemption of the bonds during a meeting held on July 31, 2025, ensuring compliance with all necessary regulations and internal procedures [9].

Core Viewpoint - Wenzhou Hongfeng Electric Alloy Co., Ltd. has obtained legal opinions confirming that it meets the conditions for the early redemption of its convertible bonds, and the necessary approvals have been secured for this redemption process [1][13]. Group 1: Legal Framework and Approval Process - The legal opinion is based on various laws and regulations, including the Securities Law, Company Law, and relevant guidelines from the Shenzhen Stock Exchange [1][2]. - The company has followed the required internal approval procedures for the issuance and redemption of convertible bonds, including multiple resolutions passed by the board and shareholders [4][5]. - The company has received approval from regulatory bodies, including the China Securities Regulatory Commission and the Shenzhen Stock Exchange, for the issuance of the convertible bonds [6]. Group 2: Redemption Conditions - The company has satisfied the redemption conditions as stipulated in the Management Measures and Regulatory Guidelines, allowing for the redemption of unconverted bonds under specific circumstances [6][13]. - The convertible bonds have a conditional redemption clause that allows the company to redeem them if the stock price meets certain criteria, such as being at least 130% of the conversion price for a specified number of trading days [7][12]. - The initial conversion price of the bonds was set at 6.92 yuan per share, which has been adjusted multiple times due to profit distribution and other factors [9][10][11]. Group 3: Conclusion and Next Steps - The legal opinion concludes that the company has met all necessary conditions for the redemption of the convertible bonds and has obtained the required approvals from its decision-making bodies [13]. - The company is required to fulfill its information disclosure obligations as per the relevant regulatory guidelines following the redemption [13].

General Provisions - The company is established to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [1][2] - The company was founded on April 16, 2010, and registered in Wenzhou, with its registered capital amounting to RMB 437,282,217 [1][2] Company Structure - The company is a permanent joint-stock company, with the board of directors acting as the legal representative [2] - The legal representative is responsible for civil activities conducted in the company's name, and the company bears the legal consequences of these activities [2][3] Management and Political Organization - The company establishes a party organization to play a political core role and provide political guidance in its development [2][3] - The articles of association are legally binding for the company, shareholders, directors, and senior management, allowing for legal actions among these parties [2][3] Business Objectives and Scope - The company's business objective is to develop based on practical realities and to innovate [3][4] - The business scope includes the production, processing, and sales of precious metal alloy materials and electrical components, as well as import and export activities [3][4] Shares and Capital - The company issues ordinary shares, with all shares having equal rights [5][6] - The total number of shares issued is 437,282,217, all of which are ordinary shares [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of the company's operations, among others [11][12] - Shareholders must comply with laws and the articles of association, and they are liable for their subscribed shares [15][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [20][21] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [26][27] Legal Compliance and Governance - The company must comply with legal requirements for transactions, including asset purchases and external guarantees, which require shareholder approval under certain conditions [48][49] - The board of directors is responsible for ensuring the legality of shareholder meetings and decisions [22][23]

Core Points - The document outlines the rules for the board of directors of Wenzhou Hongfeng Electric Alloy Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][31] - The board consists of 9 members, including 1 employee representative and 3 independent directors, with a chairman elected by a majority of the board [1][2] - The board has various powers, including convening shareholder meetings, executing resolutions, and making decisions on significant investments and operational plans [1][3] Group 1 - The board is responsible for reporting to the shareholders and executing their resolutions [1][3] - The board has the authority to decide on external investments, asset acquisitions, and financial guarantees, with specific thresholds for transactions requiring shareholder approval [2][3] - Regular board meetings must occur at least twice a year, with provisions for temporary meetings under certain circumstances [5][6] Group 2 - Proposals for regular meetings must be prepared by the board secretary after consulting with board members [4] - The chairman is responsible for convening and presiding over meetings, with provisions for alternative arrangements if the chairman is unavailable [5][6] - Meeting notifications must be sent out in advance, with specific requirements for content and delivery methods [6][10] Group 3 - Board meetings require a quorum of more than half of the directors to be valid, and provisions exist for proxy attendance [7][8] - Voting procedures are clearly defined, with each director having one vote and specific rules for abstentions and conflicts of interest [10][12] - Meeting records must be maintained, including attendance, discussions, and voting results, with a retention period of 15 years [13][30]

Group 1: Business Performance - The main business revenue for the electrical contact and functional composite materials segment reached 2.377 billion CNY in 2024, a year-on-year increase of 17.04% [4] - The hard alloy segment achieved a revenue of 319 million CNY, growing by 58.24% compared to the previous year [4] - The copper foil segment reported a revenue of 159 million CNY, marking a significant increase of 119.17% year-on-year [4] Group 2: Product Development and Market Expansion - The company has successfully developed high-performance Ag/WC composite contact materials, which have been recognized in the market and are now in batch or small batch sales [3] - The lithium battery copper foil products are primarily produced by Jiangxi Hongfeng Copper Foil, contributing significantly to the revenue [4] - The company plans to continue increasing R&D investment in data centers and new energy sectors to enhance product offerings and market share [2] Group 3: Financial Management and Future Outlook - The company reported a comprehensive income of -107.4 million CNY for 2024, with measures in place to improve profitability and enhance earnings per share [5] - The company aims to reduce financial expenses through improved cash flow management and inventory reduction strategies [5] - The company is exploring the possibility of independent listings for its segments, particularly hard alloys and lithium battery copper foil, to unlock their value [8] Group 4: Investor Relations and Market Perception - The current market capitalization of the company is 2.37 billion CNY, with potential for higher valuations if segments are independently listed [8] - The management emphasizes the importance of enhancing corporate value and maintaining communication with investors to build market confidence [8] - The company is actively addressing concerns regarding its stock price, which has remained stagnant between 5 to 6 CNY, by focusing on operational improvements and market engagement [8]