[Temporary Announcement] Tongbao Optoelectronics: Separate voting management system for small and medium investors
Securities code: 920168 Securities abbreviation: Tongbao Optoelectronics Announcement number: 2026-072
Separate voting management system for small and medium investors of Changzhou Tongbao Optoelectronics Co., Ltd.
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Review and voting status
On August 24, 2026, the 15th meeting of the company's fourth board of directors reviewed and approved the "Proposal on Amending the Separate Voting Management System for Small and Medium Investors". The voting results were: 9 votes in favor; 0 votes against; and 0 abstentions.
This proposal does not need to be submitted to the company's shareholders' meeting for review.
2. List the main contents of the system in chapters:
Chapter 1 General Provisions
Article 1 In order to fully reflect the wishes and demands of small and medium-sized investors in Changzhou Tongbao Optoelectronics Co., Ltd. (hereinafter referred to as the "Company") in the decision-making of major matters and ensure that small and medium-sized investors can exercise their rights in accordance with the law, in accordance with the State Council's "Several Opinions on Further Promoting the Healthy Development of the Capital Market" and the Office of the State Council This system is formulated in accordance with the Department's "Opinions on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium-sized Investors in the Capital Market", "Guidelines on the Articles of Association of Listed Companies" and other relevant regulatory requirements, and in conjunction with the "Articles of Association of Changzhou Tongbao Optoelectronics Co., Ltd." (hereinafter referred to as the "Articles of Association") and the actual situation of the company.
Article 2 The term “small and medium-sized investors” as mentioned in this system refers to investors other than the following persons:
(1) Directors, senior managers and related parties of the company who hold shares in the company;
(2) Shareholders and their related parties who individually or collectively hold more than 5% (inclusive) of the company’s shares.
Chapter 2 Scope of application of separate counting of votes
Article 3 When the shareholders' meeting considers major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The major matters affecting the interests of small and medium-sized investors as referred to in this system include the following matters (hereinafter referred to as "separate counting matters"):
(1) Elect and replace directors, and decide on remuneration matters for directors;
(2) Appointment and dismissal of accounting firms;
(3) Changes in accounting policies and accounting estimates due to reasons other than changes in accounting standards;
(4) Plans for relevant parties to change their commitments;
(5) Formulate profit distribution policies and profit distribution plans;
(6) Major matters such as related transactions, provision of guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, use of raised funds, investment in stocks and their derivatives;
(7) Securities issuance plans, major asset reorganization plans, management buyouts, equity incentive plans, employee stock ownership plans, share repurchase plans, plans for company affiliates to pay off debts with assets, and plans to spin off and list subsidiaries;
(8) The company plans to decide that its stocks will no longer be traded on the Beijing Stock Exchange;
(9) Matters that the independent directors believe may harm the legitimate rights and interests of small and medium-sized shareholders;
(10) Publicly issue stocks, apply to other domestic stock exchanges for stock transfer (hereinafter referred to as "application for board transfer"), or apply to other overseas stock exchanges for stock listing;
(11) Other matters stipulated in laws and regulations, the business rules of the Beijing Stock Exchange and the company's articles of association.
Chapter 3 Vote Counting Procedure
Article 4 The company’s shareholders’ meeting shall adopt a combination of on-site voting and online voting. Small and medium-sized investors can choose either on-site voting or online voting to vote on matters considered at the shareholders' meeting. If the same shareholder account votes repeatedly through multiple methods, the voting result of the shareholders' meeting shall be based on the result of the first valid vote.
Article 5 When the matters to be considered by the company’s shareholders’ meeting include separate counting of votes, the following provisions shall be followed for the separate counting of votes of small and medium-sized investors:
(1) The names of small and medium-sized investors, shareholder account numbers, and the number of shares with voting rights held should be separately registered;
(2) When the host of the shareholders' meeting announces the number of shareholders and proxies attending the on-site meeting and the total number of shares with voting rights held, the attendance of small and medium-sized investors should be announced separately;
(3) Before the shareholders' meeting votes on the resolution, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If small and medium-sized investors attend the on-site shareholders' meeting, a small and medium-sized investor representative elected by the company, a lawyer, and another elected shareholder representative shall be jointly responsible for counting and supervising the votes. Shareholders who vote online can check their voting results through the corresponding voting system;
(4) When the company compiles statistics on the voting results of the shareholders' meeting, in addition to counting the voting results of all shareholders who attended the shareholders' meeting, it should also count the voting results of the small and medium-sized investors who attended the shareholders' meeting.
Article 6 When the presiding officer of the shareholders' meeting announces the voting results, he shall give special reminders of the voting status of small and medium-sized investors on matters that are separately counted.
Article 7 The minutes and resolutions of the shareholders' meeting shall state whether there are any major matters that affect the interests of small and medium-sized investors among the matters considered at this meeting. If so, the number of small and medium-sized investors and agents attending the meeting, the number of shares with voting rights held and their proportion to the total number of shares with voting rights of the company, and the voting status of small and medium-sized investors on matters that are individually counted shall be stated separately in the minutes and resolutions of the shareholders' meeting.
Chapter 4 Information Disclosure
Article 8 The company shall state in the disclosed notice of the shareholders’ meeting the matters concerning the separate counting of votes by small and medium-sized investors, the combination of on-site voting and online voting, and a clear explanation of the online voting operation process.
Article 9 The announcement of a shareholders’ meeting resolution using separate counting of votes by small and medium-sized investors should also state:
(1) The votes of small and medium-sized investors will be counted separately at this shareholders’ meeting;
(2) The voting status of small and medium-sized investors on matters that are separately counted, including the voting method, the number of votes in favor, the number of votes against, and the number of abstentions on relevant proposals, among which the number of votes in favor accounts for the proportion of the total number of shares with voting rights held by small and medium-sized investors attending the meeting.
Article 10 The legal opinions of the shareholders’ meeting disclosed by the company shall include the opinions of the witness lawyers on the separate counting of votes of small and medium-sized investors.
Chapter 5 Supplementary Provisions
Article 11 Matters not covered in this system shall be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and the Beijing Stock Exchange. If the relevant provisions of this system conflict with national laws, administrative regulations, normative documents and the company's articles of association, the provisions of national laws, administrative regulations or normative documents and the company's articles of association shall prevail.
Article 12 This system shall be revised and interpreted by the company's board of directors.
Article 13 This system will come into effect upon review and approval by the board of directors. Modifications to this system can only take effect after being approved by the board of directors.
Board of Directors of Changzhou Tongbao Optoelectronics Co., Ltd.
August 26, 2026