Rui Jian Co., Ltd. Announcement of Resolutions of the 32nd Meeting of the Fifth Board of Directors
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, without any false records, misleading statements, or material omissions.
The Fifth Board of Directors of Rui Jian Co., Ltd. (hereinafter referred to as the "Company") held its 32nd meeting on May 18, 2026, in a combination of on-site and teleconference formats. The convening of this meeting was notified to all directors and attendees by the Company's Board of Directors on May 15, 2026, via telephone, email, and other means. The meeting was attended by 9 directors, with 9 directors present. The meeting was presided over by Mr. Li Jianguo, Chairman of the Company. The convening of this meeting complies with the relevant provisions of the "Company Law" and the "Articles of Association." After discussion by the attending directors, the following resolutions were considered and approved by written ballot:
I. Resolution on the Proposal to Issue H Shares by the Company and List on The Stock Exchange of Hong Kong Limited
To further promote the Company's globalization strategy, consolidate its leading industry position, actively leverage the resources and institutional advantages of the international capital market, broaden diversified financing channels, and comprehensively enhance the Company's overall strength, the Company proposes to issue overseas listed shares (H shares) and apply for listing on the Main Board of The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Stock Exchange") (hereinafter referred to as the "Proposed Issuance and Listing").
In accordance with the provisions of the "Company Law," the "Securities Law of the People's Republic of China," the "Administrative Measures for Overseas Issuance and Listing of Securities by Domestic Enterprises (Trial)," and the "Guideline for Application of Regulatory Rules - Overseas Issuance and Listing, Class 1," and other relevant laws, regulations, and normative documents, combined with the Company's actual situation, the Company's Proposed Issuance and Listing meets the requirements and conditions of relevant Chinese domestic laws, regulations, and normative documents.
In accordance with the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited" (hereinafter referred to as the "Hong Kong Listing Rules") and the relevant regulations of the Hong Kong Special Administrative Region of China regarding the issuance and listing of shares in Hong Kong by issuers registered in mainland China, the Company's Proposed Issuance and Listing will be conducted in compliance with the requirements and conditions of the laws of the Hong Kong Special Administrative Region of China and the "Hong Kong Listing Rules," and will require the approval of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the Hong Kong Stock Exchange, and the Securities and Futures Commission of Hong Kong (hereinafter referred to as the "SFC"), as well as other relevant government agencies and regulatory bodies for approval, approval, or filing.
Voting results: 9 votes in favor, 0 against, 0 abstentions.
This proposal has been considered and approved by the Fifth Board of Directors' Strategy and Decision-Making Committee at its second meeting in 2026 and the Fourth Specialized Meeting of the Independent Directors of the Fifth Board of Directors.
This proposal is subject to the approval of the Company's shareholders' meeting.
II. Consideration and Approval of the Proposal on the Scheme for the Company to Issue H Shares and List on The Stock Exchange of Hong Kong Limited
The Board of Directors considered and approved the scheme for the Company to issue H shares and list on the Hong Kong Stock Exchange on a clause-by-clause basis. The specific details and voting results are as follows: