Announcement on Resolutions of the Eighth Meeting of the Fifth Board of Directors
Securities Code: 002859
Securities Abbreviation: Jiemei Technology
Announcement No.: 2026-077
Zhejiang Jiemei Electronic Technology Co., Ltd.
Announcement on Resolutions of the Eighth Meeting of the Fifth Board of Directors
The company and all members of the board of directors guarantee the content of the information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Zhejiang Jiemei Electronic Technology Co., Ltd. (hereinafter referred to as the "Company") convened the Eighth Meeting of the Fifth Board of Directors. The notice was delivered by special delivery, SMS, and email on August 4, 2026 (Tuesday). The meeting was held on August 7, 2026 (Friday) at 10:30 AM through a combination of on-site and written voting. Director Pan Chunhua attended the meeting via written voting. A total of 7 directors were eligible to attend, and 7 directors actually attended. The Company's Secretary and Director Mr. Zhang Jungang attended the meeting. The meeting was presided over by Chairman Mr. Fang Junyun. The convening procedures of this meeting comply with the relevant provisions of the "Company Law" and the "Articles of Association," and the meeting is legal and valid.
The meeting was held through a combination of on-site and written voting. After deliberation and voting by the attending directors, the following proposal was approved:
I. Deliberation and Approval of the Proposal on the Company Meeting the Legal and Regulatory Conditions for Issuing Shares to Acquire Assets and Raise Supporting Funds
The Company intends to issue shares to acquire 100% equity of Changsha Efuosi Technology Co., Ltd. (hereinafter referred to as "Efuosi Technology" or the "Target Company") (the "Target Asset") and raise supporting funds (hereinafter referred to as the "Transaction").
In accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Administrative Measures for Major Asset Restructuring of Listed Companies," the "Administrative Measures for Securities Issuance and Registration of Listed Companies," and the "Supervisory Guidelines No. 9 for Listed Companies - Regulatory Requirements for Planning and Implementing Major Asset Restructuring" and other relevant laws, regulations, rules, and other normative documents, and by comparing the conditions for listed companies to issue shares to acquire assets and raise supporting funds, and after a thorough review and sufficient demonstration of the Company's actual situation and related matters, the Company meets the requirements and conditions of the aforementioned laws and regulations for issuing shares to acquire assets and raise supporting funds.
Voting results: 7 votes in favor, 0 votes against, 0 abstentions.
This proposal has been deliberated and approved by the Third Meeting of the Independent Directors' Special Committee of the Fifth Board of Directors, the Third Meeting of the Audit and Risk Management Committee of the Fifth Board of Directors, and the Second Meeting of the Strategy and Sustainable Development Committee of the Fifth Board of Directors.
This proposal still needs to be submitted to the Company's shareholders' meeting for deliberation and approval.
II. Deliberation and Item-by-Item Voting Approval of the Proposal on the Company's Issuance of Shares to Acquire Assets and Raise Supporting Funds
(1) Overview of the Transaction Plan
The overall transaction plan consists of two parts: issuing shares to acquire assets and raising supporting funds.
The Company intends to issue shares to acquire 100% equity of Efuosi Technology from 5 counterparties: Zhou Lin, Shenzhen Yuanzhi Xinghuo Private Equity Investment Fund Partnership (Limited Partnership), Ding Jie, Tao Shang, and Chen Yongfu. Upon completion of this transaction, Efuosi Technology will become a wholly-owned subsidiary of the Company.