Announcement of Resolutions from the Ninth Meeting of the Eighth Board of Directors

Announcement of Resolutions from the Ninth Meeting of the Eighth Board of Directors

Tianshui Huatian Technology Co., Ltd. (hereinafter referred to as "the Company" or "the Listed Company") and all members of the board of directors guarantee that the content of the information disclosure is true, accurate, and complete, without any false records, misleading statements, or major omissions.

The notice and proposals for the ninth meeting of the eighth board of directors were delivered to all directors via email and in writing on February 3, 2026, and the meeting was held on February 9, 2026, via communication voting. There were 9 directors eligible to vote, and all 9 participated in the voting. The meeting complied with the provisions of the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law") and the Articles of Association of Tianshui Huatian Technology Co., Ltd. (hereinafter referred to as "the Articles of Association"). The following resolutions were reviewed and approved at the meeting:

1. The proposal regarding the issuance of shares and cash payment for asset acquisition and fundraising for related transactions was approved. The Company intends to issue shares and pay cash to acquire 100% of the shares of Huayi Microelectronics Co., Ltd. (hereinafter referred to as "the Target Asset" or "the Target Company") held by 27 counterparties, including Tianshui Huatian Electronics Group Co., Ltd. (hereinafter referred to as "Huatian Electronics Group"), Xi'an Houyi Investment Management Partnership (Limited Partnership) (hereinafter referred to as "Xi'an Houyi Investment"), and Xi'an Xintian Yubo Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Xintian Yubo"). The Company also plans to issue shares to no more than 35 qualified specific investors to raise supporting funds (hereinafter referred to as "the Fundraising"). This transaction is collectively referred to as "the Transaction" or "the Issuance."

According to the Company Law, the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Major Asset Restructuring Management Measures for Listed Companies (hereinafter referred to as "the Restructuring Management Measures"), the Regulatory Guidelines No. 9 for Listed Companies—Planning and Implementing Major Asset Restructuring, and the Securities Issuance Registration Management Measures for Listed Companies (hereinafter referred to as "the Issuance Management Measures"), and other relevant laws, regulations, and normative documents, as well as the provisions of the Articles of Association, after careful self-examination and verification against the conditions for issuing shares and paying cash for asset acquisition and fundraising, the Transaction complies with all requirements and conditions of current laws and regulations. The voting results were 4 votes in favor, 0 votes against, and 0 abstentions. Directors Xiaosheng Li, Jianjun Liu, Weibing Cui, and Tiecheng Zhang, who are directors of the related party Huatian Electronics Group, abstained from voting on this proposal. This proposal has been reviewed and approved by the independent directors' special meeting, the board audit committee, and the strategic development committee before being submitted to the board of directors for review. This proposal still requires submission to the shareholders' meeting for approval.

1. The proposal regarding the specific plan for the issuance of shares and cash payment for asset acquisition and fundraising was approved. The specific plan for the Company's transaction is as follows:

(1) Types, par value, and listing location of the shares to be issued: The shares to be issued for the cash payment for asset acquisition are RMB A-share common stocks, with a par value of 1.00 yuan per share, and will be listed on the Shenzhen Stock Exchange. The voting results were 4 votes in favor, 0 votes against, and 0 abstentions. Directors Xiaosheng Li, Jianjun Liu, Weibing Cui, and Tiecheng Zhang, who are directors of the related party Huatian Electronics Group, abstained from voting on this proposal.