TZTEK: Announcement of the resolution of the 12th meeting of the 4th board of directors
DATE:  Apr 12 2025

Securities code: 688003 Securities abbreviation: TZTEK Technology Announcement No.: 2025-011

Suzhou TZTEK Technology Co., Ltd

Announcement of the Resolution of the 12th Meeting of the Fourth Board of Directors

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

1. The convening of the board of directors meeting

The twelfth meeting of the fourth board of directors of Suzhou TZTEK Technology Co., Ltd. (hereinafter referred to as "the company").

The meeting was held on April 11, 2025 in the company's conference room by means of on-site and communication voting. of this meeting

The notice was sent to all directors in writing and by telephone on April 1, 2025. This meeting should be attended

There are 7 directors and 7 directors who actually participate in the voting, and the meeting is presided over by Mr. Xu Yihua, chairman of the board, and the convening and convening of the meeting are in accordance with the provisions of the Company Law and the Articles of Association.

2. Deliberations of the Board of Directors Meeting

The meeting deliberated and passed the following proposals by secret ballot:

1. Reviewed and approved the "Proposal on < the > of the 2024 Annual Report on the Work of the Board of Directors"

The board of directors of the company strictly follows the relevant laws and regulations, normative documents and the provisions of the company's system, earnestly fulfills the responsibilities of the board of directors entrusted by shareholders, strictly implements the resolutions of the general meeting of shareholders, continuously improves corporate governance, continuously standardizes the company's operations, promotes the sustained, healthy and stable development of the company, and safeguards the legitimate rights and interests of the company and shareholders.

The independent directors of the Company submitted the "2024 Annual Report of the Independent Directors of the Company" to the Board of Directors, and will report on their work at the 2024 Annual General Meeting of Shareholders of the Company. For details, please refer to the "2024 Annual Report of Independent Directors of Suzhou TZTEK Technology Co., Ltd." published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

The proposal still needs to be submitted to the company's general meeting of shareholders for deliberation.

2. Reviewed and approved the "Proposal on < the 2024 Annual Report on the Performance of the Audit Committee of the Board of Directors>

This proposal has been deliberated and passed by the Audit Committee of the Board of Directors, and the relevant content is agreed and agreed to be submitted to the directors of the Company

will be considered.

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

For details of the performance of the audit committee of the board of directors of the company in 2024, please refer to the "2024 annual performance report of the audit committee of the board of directors of Suzhou TZTEK Technology Co., Ltd." published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

3. Reviewed and approved the "Proposal on < 2024 General Manager's Work Report>

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

4. Reviewed and approved the "Proposal on < the > and Summary of the 2024 Annual Report"

This proposal has been deliberated and passed by the Audit Committee of the Board of Directors, and the relevant content is agreed and agreed to be submitted to the Board of Directors of the Company for deliberation.

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

For details, please refer to the "2024 Annual Report of Suzhou TZTEK Technology Co., Ltd." and the "Summary of 2024 Annual Report of Suzhou TZTEK Technology Co., Ltd." published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

The proposal still needs to be submitted to the company's general meeting of shareholders for deliberation.

5. Reviewed and approved the "Proposal on < the > of the 2024 Annual Profit Distribution Plan"

The company intends to distribute profits based on the total share capital registered on the record date of the implementation of equity distribution minus the shares in the company's special securities account for repurchase, and distribute a cash dividend of 5.00 yuan (tax included) to all shareholders for every 10 shares.

As of March 31, 2025, the company's total share capital is 193,595,000.00 shares, and the repurchase of shares in the special securities account

The total number of shares is 1,213,000 shares, based on which the total proposed cash dividend is 96,191,000.00 yuan, and the share repurchase amount has been implemented in the form of centralized bidding transaction of 30,028,997.20 yuan (excluding stamp duty, transaction commissions and other transaction costs), and the total amount of cash dividends and repurchases is 126,219,997.20 yuan, accounting for 101.23% of the net profit attributable to shareholders of the listed company this year. The company does not convert capital reserve into share capital, and does not give bonus shares.

This proposal has been deliberated and passed by the Audit Committee of the Board of Directors, and the relevant content is agreed and agreed to be submitted to the Board of Directors of the Company for deliberation.

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

For details, please refer to the "Announcement of Suzhou TZTEK Technology Co., Ltd. 2024 Annual Profit Distribution Plan" (2025-014) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

6. Reviewed and approved the "Proposal on < the > of the 2024 Internal Control Evaluation Report"

This proposal has been deliberated and passed by the Audit Committee of the Board of Directors, and the relevant content is agreed and agreed to be submitted to the Board of Directors of the Company for deliberation.

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

For details, please refer to the "2024 Internal Control Evaluation Report of Suzhou TZTEK Technology Co., Ltd." published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

7. Reviewed and approved the "Proposal on the > of the Special Report on the Deposit and Use of Raised Funds in < 2024"

This proposal has been deliberated and passed by the Audit Committee of the Board of Directors, and the relevant content is agreed and agreed to be submitted to the Board of Directors of the Company for deliberation.

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

For details, please refer to the "Special Report on the Deposit and Use of Raised Funds of Suzhou TZTEK Technology Co., Ltd. in 2024" (2025-013) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

8. Deliberated and passed <独立董事独立性的专项报告>the "Proposal About"

This proposal has been deliberated and approved by the nomination committee of the board of directors, and the relevant content is agreed and agreed to be submitted to the board of directors of the company for deliberation.

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

For details, please refer to the "Special Report of the Board of Directors on the Independence of Independent Directors" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

9. Reviewed and approved the "Proposal on the > of the Report of the < Audit Committee on the Performance of Supervisory Duties by Accounting Firms in 2024"

This proposal has been deliberated and passed by the Audit Committee of the Board of Directors, and the relevant content is agreed and agreed to be submitted to the Board of Directors of the Company for deliberation.

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

For details, please refer to the "Report of the Audit Committee on the Performance of Supervisory Duties of Accounting Firms in 2024" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

10. Reviewed and approved the "Proposal on < the > of the 2024 Annual Assessment Report on the Performance of Accounting Firms"

This proposal has been deliberated and passed by the Audit Committee of the Board of Directors, and the relevant content is agreed and agreed to be submitted to the Board of Directors of the Company for deliberation.

For details, please refer to the "2024 Annual Assessment Report on the Performance of Duties of Accounting Firms" published on the website (www.sse.com.cn) of the Shanghai Stock Exchange on the same day.

11. Reviewed and approved the 2024 Evaluation Report on the Action Plan of "Improving Quality and Efficiency and Valuing Returns" and 2025

Proposal of the action plan of "improving quality, efficiency and return"

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

For details, please refer to the "Evaluation Report of the Company's 2024 Action Plan for Improving Quality and Efficiency and Emphasizing Returns" and the 2025 Action Plan for Improving Quality and Efficiency and Emphasizing Returns" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

12. Proposal on the company's 2025 directors' remuneration plan

As the remuneration and appraisal committee of the board of directors is all stakeholders who need to recuse themselves, no effective resolution can be formed.

As all directors are stakeholders and need to abstain from voting, the proposal will be directly submitted to the company's 2024 annual general meeting of shareholders for consideration.

For details, please refer to the "Announcement on the Company's 2025 Remuneration Plan for Directors, Supervisors and Senior Managers" (2025-016) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

13. Reviewed and approved the "Proposal on the Company's 2025 Senior Management Remuneration Plan"

This proposal has been deliberated and approved by the Remuneration and Assessment Committee of the Board of Directors, and the relevant content is agreed and agreed to be submitted to the Board of Directors of the Company for deliberation.

The result of the vote: 4 votes in favor, 0 votes against, 0 abstentions. Director Xu Yi, who is also a senior manager

Hua, Yang Cong, and Wen Yanpei abstained from voting.

For details, please refer to the "Announcement on the Company's 2025 Remuneration Plan for Directors, Supervisors and Senior Managers" (2025-016) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

14. Reviewed and approved the "Proposal on Applying for a Comprehensive Credit Line from Banks in 2025"

This proposal has been deliberated and passed by the Audit Committee of the Board of Directors, and the relevant content is agreed and agreed to be submitted to the Board of Directors of the Company for deliberation.

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

The proposal still needs to be submitted to the company's general meeting of shareholders for deliberation.

15. Reviewed and approved the "Proposal on Provision for Asset Impairment in 2024"

This proposal has been deliberated and passed by the Audit Committee of the Board of Directors, and the relevant content is agreed and agreed to be submitted to the Board of Directors of the Company for deliberation.

For details, please refer to the "Announcement of Suzhou TZTEK Technology Co., Ltd. on the Provision for Asset Impairment in 2024" (Announcement No.: 2025-015) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

16. Reviewed and approved the "Proposal on the Company's 2025 Daily Related Party Transaction Estimate"

This proposal has been deliberated and passed by the audit committee of the board of directors and the special meeting of independent directors, and the relevant content is agreed and agreed to be submitted to the board of directors of the company for deliberation.

The result of the vote: 3 votes in favor, 0 votes against, 0 abstentions. Associate directors Xu Yihua, Yang Cong, Cai Xiong

Fei and Wen Yanpei abstained from voting.

For details, please refer to the "Announcement on the Company's 2025 Routine Connected Transaction Estimate" (Announcement No.: 2025-017) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

17. Reviewed and passed the "Proposal on Enactment<舆情管理制度>"

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

18. Reviewed and approved the "Proposal on Elective Convening of the Company's 2024 Annual General Meeting of Shareholders"

The Board of Directors approved the Company to convene the 2024 Annual General Meeting of Shareholders at a later date, and the time and arrangement of the meeting will be notified separately, which is subject to the announcement of the notice of the General Meeting of Shareholders.

The result of the vote: 7 votes in favor, 0 votes against, 0 abstentions.

The announcement is hereby made.

Board of Directors of Suzhou TZTEK Technology Co., Ltd

April 12, 2025

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