Sanfu Outdoor: Announcement of Resolutions of the 24th Meeting of the Fifth Board of Directors
Sports·Happiness·Dreams
Securities code: 002780 Securities abbreviation: Sanfu Outdoor Announcement number: 2026-040 Beijing Sanfu Outdoor Products Co., Ltd.
Announcement of Resolutions of the 24th Meeting of the Fifth Board of Directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and contains no false records, misleading statements or major omissions.
1. Convening of board of directors meetings
Beijing Sanfu Outdoor Products Co., Ltd. (hereinafter referred to as the "Company") sent a notice of the 24th meeting of the fifth board of directors to all directors by email on August 17, 2026. The meeting was held on-site and via communication on August 27, 2026. The meeting was chaired by Chairman Zhang Heng. 7 directors should be present, but 7 directors actually attended. Mr. Zhang Heng, Mr. Sun Lei, Ms. Li Jijuan, Ms. Zhu Bing, and Mr. He Feng attended the meeting on-site, and other directors attended the meeting by communication. The company's board secretary and some senior managers attended the meeting. The convening and holding of the meeting complied with the relevant provisions of the "Company Law of the People's Republic of China" and the "Articles of Association of Beijing Sanfu Outdoor Products Co., Ltd.", and the meeting was legal and valid.
2. Review status of board of directors meeting
(1) The "Proposal on the Full Text of the Company's 2026 Semi-Annual Report and its Summary" was unanimously adopted with 7 votes in favor, 0 votes against, and 0 abstentions.
After review, the board of directors believes that: the information contained in the full text of the company's "2026 Semi-Annual Report" and the "2026 Semi-Annual Report Summary" are true, accurate and complete, and there are no false records, misleading statements or major omissions.
This proposal has been reviewed and approved by the Audit Committee of the Board of Directors at the second meeting in 2026, and it was agreed to submit the proposal to this Board of Directors for review.
The full text of the "2026 Semi-Annual Report" and the "2026 Semi-Annual Report Summary" can be found on the Juchao Information Network (www.cninfo.com.cn).
(2) The "Proposal on the Company's Half-Year Profit Distribution Plan for 2026" was unanimously adopted with 7 votes in favor, 0 votes against, and 0 abstentions.
According to the company's "2026 Semi-Annual Financial Report" (unaudited), the company's net profit attributable to shareholders of listed companies in the first half of 2026 was 53,204,641.29 yuan, and the distributable profit in the mid-term of 2026 was 49,448,374.40 yuan.
Based on the total share capital of 165,361,713 shares on June 30, 2026, the company will distribute a cash dividend of RMB 0.20 (tax included) for every 10 shares. The total cash dividend is RMB 3,307,234.26 (tax included), accounting for 6.22% of the net profit attributable to shareholders of listed companies in the first half of 2026. No bonus shares will be issued, capital reserves will not be converted into share capital, and the remaining undistributed profits will be carried forward to subsequent years. This proposal has been approved at the 20th special meeting of independent directors of the fifth session of the company’s board of directors and the second meeting of the audit committee in 2026.
Page 1 of 3
Sports·Happiness·Dreams
The proposal was reviewed and approved at the second meeting and the second meeting of the Strategy Committee in 2026, and the proposal was agreed to be submitted to this board of directors for review. For details of the "Announcement on the Profit Distribution Plan for the Half-Year 2026", please see the Juchao Information Network (www.cninfo.com.cn).
(3) With 6 votes in favor, 0 votes against, and 0 abstentions, the "Proposal on the Controlling Shareholders and Actual Controllers Providing Guarantees and Related Transactions for the Company's Application for Credit Lines from Bank of Ningbo" was unanimously adopted. Related Director Zhang Heng abstained from voting.
After review, the board of directors believes that: the company's controlling shareholder and actual controller provided guarantees and related transactions for the company's application for a credit line from Bank of Ningbo, which is conducive to reducing the cost of capital use, maintaining stable financial status, in line with the company's development strategy, and not harming the interests of the company and all shareholders. Therefore, it is agreed that the controlling shareholder and actual controller will provide guarantees and related transactions for the company to apply for a credit line from Bank of Ningbo.
This proposal has been reviewed and approved at the 20th special meeting of independent directors of the fifth board of directors of the company, and it was agreed to submit the proposal to this board of directors for review.
"Announcement on the Controlling Shareholders and Actual Controllers Providing Guarantees and Related Transactions for the Company's Application for Credit Lines from Bank of Ningbo" and the verification opinions issued by the sponsor, please see the Juchao Information Network (www.cninfo.com.cn) for details.
(4) With 6 votes in favor, 0 votes against, and 0 abstentions, the "Proposal on the Provision of Guarantees and Related Transactions by Controlling Shareholders and Actual Controllers for the Company's Application for Credit Lines from China Guangfa Bank" was unanimously approved. Related director Zhang Heng abstained from voting.
After review, the board of directors believes that: the company's controlling shareholder and actual controller provided guarantees and related transactions for the company's application for a credit line from China Guangfa Bank, which is conducive to reducing the cost of capital use, maintaining stable financial status, in line with the company's development strategy, and not harming the interests of the company and all shareholders. Therefore, it is agreed that the controlling shareholder and actual controller will provide guarantees and related transactions for the company to apply for a credit line from China Guangfa Bank.
This proposal has been reviewed and approved at the 20th special meeting of independent directors of the fifth board of directors of the company, and it was agreed to submit the proposal to this board of directors for review.
"Announcement on the Provision of Guarantees and Related Transactions by Controlling Shareholders and Actual Controllers for the Company's Application for Credit Lines from China Guangfa Bank" and the verification opinions issued by the sponsor, please see the Juchao Information Network (www.cninfo.com.cn) for details.
(5) With 7 votes in favor, 0 votes against, and 0 abstentions, the "Proposal on the Company's Provision of Guarantees and Counter Guarantees for the Company's wholly-owned subsidiary Shanghai Sanfu Outdoor Products Co., Ltd. to apply for a credit line from the bank" was unanimously adopted
After review, the board of directors believes that: the company's provision of guarantees and counter-guarantees for its wholly-owned subsidiary Shanghai Sanfu Outdoor Products Co., Ltd.'s application for a credit line from the bank is to meet the daily operation and business development needs of the wholly-owned subsidiary, enhance its operating efficiency and profitability, and is conducive to reducing the cost of capital use, maintaining a stable financial situation, in line with the company's development strategy, and not harming the interests of the company and all shareholders. Therefore, it is agreed that the company will provide guarantees and counter-guarantees for its wholly-owned subsidiary Shanghai Sanfu Outdoor Products Co., Ltd. to apply for a credit line from the bank.
"Announcement on Guarantee Progress and External Counter-Guarantee", verification opinions issued by the sponsor, please see cninfo.com for details.
Page 2 of 3
Sports·Happiness·Dreams
(6) With 7 votes in favor, 0 votes against, and 0 abstentions, the "Proposal on the Company's Provision of Guarantee for the Bank's Application for a Credit Line by its Wholly-Owned Subsidiary Jiangsu Sanfu Supply Chain Management Services Co., Ltd." was unanimously adopted
After review, the board of directors believes that the company's provision of guarantees for its wholly-owned subsidiary Jiangsu Sanfu Supply Chain Management Services Co., Ltd.'s application for a credit line from the bank will help reduce the cost of using funds and maintain a stable financial situation. Jiangsu Sanfu Supply Chain Management Services Co., Ltd. is in good operating condition, and the risks of providing guarantees for it are within the company's controllable range and will not affect the company's ability to continue operating. Therefore, it is agreed that the company will provide guarantee for its wholly-owned subsidiary Jiangsu Sanfu Supply Chain Management Services Co., Ltd. to apply for a credit line from the bank.
Details of the "Announcement on Providing Guarantees for Wholly-Owned Subsidiaries to Apply for Credit Lines from Banks" can be found on the Juchao Information Network (www.cninfo.com.cn).
3. Documents for reference
Resolution of the 24th meeting of the fifth session of the Board of Directors
Minutes of the 20th special meeting of independent directors of the fifth session of the Board of Directors
Announcement is hereby made.
Board of Directors of Beijing Sanfu Outdoor Products Co., Ltd. August 29, 2026
Page 3 of 3