Shanghai Zhezhong Group Co., Ltd. (hereinafter referred to as the "Company") announces the resolutions of the Second Meeting of the Sixth Board of Directors. The meeting was convened on April 17, 2026, with resolutions passed on April 28, 2026. The meeting was presided over by Chairman Jiang Lufeng. All 5 directors were present, and the meeting procedures complied with relevant laws and regulations. The following proposals were deliberated and approved:
| Item | Proposal Name | Main Content of Proposal | Voting Result | Remarks |
|---|---|---|---|---|
| 1 | Proposal on the 2025 Board of Directors Work Report | The Chairman of the Board presented the "2025 Board of Directors Work Report" on behalf of the Board. The independent directors submitted their "2025 Independent Directors' Work Report" and will present it at the 2025 Annual General Meeting. The "2025 Board of Directors Work Report" and the "2025 Independent Directors' Work Report" were published on Juchao Information Network on the same day. | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused | This proposal will be submitted for consideration at the shareholders' meeting. |
| 2 | Proposal on the 2025 General Manager Work Report | The General Manager presented the "2025 General Manager Work Report" in accordance with relevant laws and regulations and the Company's Articles of Association. | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused | |
| 3 | Proposal on the 2025 Annual Report and its Summary | Please refer to the "2025 Annual Report" disclosed on Juchao Information Network on the same day. The "2025 Annual Report Summary" (Announcement No.: 2026-07) was also published in designated disclosure media on the same day. | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused | This proposal will be submitted for consideration at the shareholders' meeting. |
| 4 | Proposal on the 2026 First Quarter Report | The Company's "2026 First Quarter Report" (Announcement No.: 2026-08) was published in designated disclosure media on the same day. | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused | |
| 5 | Proposal on the 2026 Director Remuneration Plan | Directors' remuneration will be implemented on a subsidy system in 2026. Independent directors will receive an annual subsidy of RMB 60,000 (pre-tax). Directors will receive a position subsidy of RMB 120,000 (pre-tax) annually. The remuneration for directors employed by the Company will consist of a fixed salary and a performance-based salary, determined based on the actual completion of operating and performance targets for each year. The specific subsidy and remuneration paid to directors, supervisors, and senior management in 2025 are detailed in the relevant sections of the Company's disclosed "2025 Annual Report". The "2026 Director Remuneration Plan" was published on Juchao Information Network on the same day. | All directors recused themselves from voting on this proposal, which will be directly submitted to the 2025 shareholders' meeting for consideration. | This proposal will be submitted for consideration at the shareholders' meeting. |
| 6 | Proposal on the 2026 Senior Management Remuneration Plan | The 2026 senior management remuneration will consist of a fixed salary and a performance-based salary, determined based on the actual completion of operating and performance targets for each year. | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused | |
| 7 | Proposal on the 2025 Internal Control Self-Evaluation Report | The Company's "Proposal on the 2025 Internal Control Self-Evaluation Report" was published on Juchao Information Network on the same day. | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused | |
| 8 | Proposal on the 2025 Performance Evaluation Report of the Accounting Firm | The Company summarized and evaluated the performance of Zhonghui Certified Public Accountants (Special General Partnership) in 2025. The "Performance Evaluation Report of the Accounting Firm for 2025" was published on Juchao Information Network on the same day. | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused | |
| 9 | Proposal on the Special Evaluation Opinion on the Independence of Independent Directors | In accordance with the "Administrative Measures for Independent Directors of Listed Companies," the "Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange," and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guide No. 1 - Standardized Operation of Main Board Listed Companies," the Board of Directors evaluated the independence of the current independent directors, Mr. Gu Feng, Mr. Wu Yinghao, and Mr. Sun Yanzhong, and issued an opinion. The "Special Evaluation Opinion on the Independence of Independent Directors" was published on Juchao Information Network on the same day. | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused | |
| 10 | Proposal on the 2025 Profit Distribution Plan | The Company plans to distribute a cash dividend of RMB 5 (tax inclusive) for every 10 shares, based on the total share capital registered on the equity distribution record date, excluding shares held in the Company's dedicated securities repurchase account. No bonus shares will be issued, and no capital reserve will be converted into share capital in 2025. For details, please refer to the "Announcement on the 2025 Profit Distribution Plan" disclosed by the Company (Announcement No.: 2026-09). | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused | This proposal will be submitted for consideration at the shareholders' meeting. |
| 11 | Proposal on Guarantee for Wholly-owned Subsidiaries and Subsidiaries | To meet business development needs, the Company and its subsidiaries have applied for a comprehensive credit line of no more than RMB 1.1 billion from banks. The Company will provide joint liability guarantees for the aforementioned credit line. The total expected guarantee amount for the Company's wholly-owned subsidiaries and subsidiaries will not exceed RMB 1.1 billion. For details, please refer to the "Announcement on Guarantee for Wholly-owned Subsidiaries and Subsidiaries" disclosed by the Company (Announcement No.: 2026-10). | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused | This proposal will be submitted for consideration at the shareholders' meeting. |
| 12 | Proposal on Loan Extension and Related Party Transaction | To support the Company's business development and improve financing efficiency, Shanghai Kangfeng Investment Management Co., Ltd., the controlling shareholder, plans to extend the financial assistance provided to the Company for one year. The loan amount is RMB 300 million, with an annualized interest rate of 2.5%. Interest will be calculated based on the actual loan days. The loan amount can be used cyclically within its validity period and does not require collateral or guarantees from the Company or its subsidiaries. This proposal was deliberated and approved by the Second Extraordinary Meeting of Independent Directors of the Sixth Board of Directors, and it was agreed to be submitted to the Board of Directors after more than half of the independent directors agreed. For details, please refer to the "Announcement on Loan Extension and Related Party Transaction" disclosed by the Company (Announcement No.: 2026-11). | 4 votes in favor, 0 votes against, 0 abstentions, 1 recused | Chairman Jiang Lufeng recused himself from voting on this proposal due to a related party relationship. |
| 13 | Proposal on Re-appointment of Accounting Firm | The Company agrees to re-appoint Zhonghui Certified Public Accountants as the Company's auditors for 2026. For details, please refer to the "Announcement on Re-appointment of Accounting Firm" disclosed by the Company (Announcement No.: 2026-12). | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused | This proposal will be submitted for consideration at the shareholders' meeting. |
| 14 | Proposal on the Formulation of the "Information Disclosure Suspension and Exemption System" | The Company's "Information Disclosure Suspension and Exemption System" was published on Juchao Information Network on the same day. | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused | |
| 15 | Proposal on Convening the 2025 Annual General Meeting | The Board of Directors proposes to convene the 2025 Annual General Meeting on May 21, 2026, to deliberate on matters that need to be submitted to the shareholders' meeting. For details, please refer to the "Notice on Convening the 2025 Annual General Meeting" disclosed by the Company (Announcement No.: 2026-13). | 5 votes in favor, 0 votes against, 0 abstentions, 0 recused |