Donghua Software Co., Ltd.
Fourth Meeting of the Ninth Board of Directors' Independent Directors Special Committee Resolutions
The fourth meeting of the Ninth Board of Directors' Independent Directors Special Committee of Donghua Software Co., Ltd. (hereinafter referred to as the "Company") was convened on July 20, 2026, through in-person voting. Three independent directors were expected to attend, and all three were present. Ms. Shen Chang'e, an independent director, was elected as the convener and presided over the meeting. This meeting was convened in accordance with the relevant provisions of the "Company Law," the "Administrative Measures for Independent Directors of Listed Companies," the "Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange," and the "Articles of Association." The independent directors reviewed the proposals to be submitted to the sixth meeting of the Company's Ninth Board of Directors and formed the following resolutions:
- The proposal "On the Company Meeting the Conditions for Issuing A Shares to Specific Targets" was deliberated and approved by a vote of 3 in favor, 0 against, and 0 abstentions.
After review, we believe that the Company meets the qualifications and conditions for issuing A shares to specific targets as stipulated by the "Company Law," the "Securities Law," the "Administrative Measures for the Registration of Securities Issuance by Listed Companies," and other relevant laws, regulations, normative documents, and the "Articles of Association." We agree with this proposal and consent to its submission to the Board of Directors for deliberation.
- The proposal "On the Company's 2026 Plan for Issuing A Shares to Specific Targets" was deliberated and approved by a vote of 3 in favor, 0 against, and 0 abstentions.
After review, we believe that the Company's issuance plan complies with the relevant laws, regulations, and normative documents such as the "Company Law," the "Securities Law," and the "Administrative Measures for the Registration of Securities Issuance by Listed Companies." It aligns with the Company's development strategy, will enhance the Company's competitiveness, and ensure its sustainable development. It does not harm the interests of the Company or its shareholders, especially small and medium shareholders. We agree with this proposal and consent to its submission to the Board of Directors for deliberation.