Stock Code: 002425 Stock Abbreviation: Caesar Culture Announcement No.: 2026-023
Caesar (China) Culture Co., Ltd.
Announcement of Resolutions of the 24th Meeting of the 8th Board of Directors
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or material omissions.
The 24th meeting of the 8th Board of Directors of Caesar (China) Culture Co., Ltd. (hereinafter referred to as the "Company") was held on July 30, 2026, via a combination of on-site and communication voting. The meeting notice was sent to all directors and senior management via email on July 24, 2026. The meeting was convened by Chairperson Ms. Zheng Yashan. Nine directors were required to attend, and nine directors were actually present. The Board Secretary and other senior management members attended the meeting as non-voting participants. The convening and holding of this meeting complied with the relevant provisions of the Company Law and the Articles of Association and were legal and valid. After discussion, the following resolutions were made:
- The meeting reviewed and approved the "Proposal on the Re-election of the Board of Directors" with 9 votes in favor, 0 votes against, and 0 abstentions.
Given that the term of the 8th Board of Directors has expired, in accordance with the Company Law, the Articles of Association, and other relevant regulations, and upon nomination by the Board's Nomination Committee, the Board agreed to nominate Ms. Zheng Yashan, Mr. Zheng Linhai, Mr. He Xiaowei, Mr. Zheng Hongsheng, and Mr. Huang Zhongxi as candidates for non-independent directors of the 9th Board of Directors. The Board agreed to nominate Mr. Zheng Zhuowu, Mr. Cai Kaixiong, and Mr. Li Yifeng as candidates for independent directors of the 9th Board of Directors. The term of office is three years from the date of approval by the Company's general meeting of shareholders. (Personal resumes are attached).
All three independent director candidates have obtained independent director qualification certificates. The qualifications and independence of the independent director candidates are subject to review by the Shenzhen Stock Exchange without objection before they can be submitted to the Company's general meeting of shareholders for deliberation along with the non-independent director candidates. The non-independent director candidates and independent director candidates will be elected using the cumulative voting system, respectively.
The total number of directors who also serve as senior management of the Company and directors who are employee representatives among the aforementioned candidates for the 9th Board of Directors does not exceed one-half of the total number of directors of the Company.
All candidates for the 9th Board of Directors meet the qualifications for directors of listed companies as stipulated by laws and regulations and do not fall under any circumstances prohibited from serving as directors of listed companies as stipulated by the Company Law of the People's Republic of China, the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 — Standardized Operation of Main Board Listed Companies, and the Articles of Association. Among them, Director Mr. He Xiaowei, due to the Company's 2021 annual report containing false records, was warned and fined by the Guangdong Regulatory Bureau of the China Securities Regulatory Commission (CSRC) in November 2024 and was publicly criticized by the Shenzhen Stock Exchange in April 2025. As a director, general manager, and shareholder holding more than 5% of the shares, Mr. He Xiaowei possesses 20 years of deep professional knowledge and rich experience in game products, technology, markets, and policies. He has played a prominent role in the Company's business development and strategic planning and has conducted in-depth analysis and active rectification of relevant violations. This nomination is based on the consideration of ensuring the Company's continuous and stable operation and will not affect the Company's standardized operation and governance level. Except for the above circumstances, other director candidates have not been punished by the CSRC or other relevant departments, nor have they been subject to disciplinary action by the Shenzhen Stock Exchange, and they are not dishonest judgment debtors.