Securities Code: 002938 Securities Abbreviation: Pengdian Holdings Announcement No.: 2026-055
Pengdian Holdings (Shenzhen) Co., Ltd.
Announcement of Resolutions of the Fourth Extraordinary Board of Directors Meeting
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
I. Convening of the Board Meeting
The Fourth Extraordinary Board of Directors Meeting of Pengdian Holdings (Shenzhen) Co., Ltd. (hereinafter referred to as the "Company" or "the Company") was held via communication on July 3, 2026. The relevant meeting notice and materials were sent to all directors of the Company on July 1, 2026. A total of 9 directors were eligible to attend, and 9 directors actually attended. The meeting was presided over by Chairman Shen Qingfang. This Board resolution complies with the relevant 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 Pengdian Holdings (Shenzhen) Co., Ltd." (hereinafter referred to as the "Articles of Association") regarding board meetings.
II. Deliberation of the Board Meeting
The meeting was fully discussed, and the directors voted by signed ballot to adopt the following resolutions:
All directors deliberated and approved the following resolutions:
(I) Approval of the "Proposal on the Company Meeting the Conditions for Issuing A Shares to Specific Targets"
It is confirmed that the Company meets the conditions for issuing RMB ordinary shares (A shares) listed in the domestic market to specific targets.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
The above proposal has been reviewed and approved by the Company's Audit Committee, Strategy and Risk Management Committee, and Independent Directors' Special Committee. The independent directors issued independent opinions on the above proposal, believing that the Company meets the conditions for issuing RMB ordinary shares (A shares) listed in the domestic market to specific targets as stipulated in the "Company Law," "Securities Law," "Administrative Measures for the Registration and Issuance of Securities by Listed Companies," and other relevant laws, regulations, and normative documents. We agree with the "Proposal on the Company Meeting the Conditions for Issuing A Shares to Specific Targets" and agree to submit this proposal to the Board of Directors for deliberation.
This proposal still needs to be submitted to the Company's shareholders' meeting for deliberation, and the time for the shareholders' meeting will be notified separately.
(II) Approval of the "Proposal on the Company's Plan for Issuing A Shares to Specific Targets in 2026"
The Company's Board of Directors deliberated and approved the plan for issuing A shares to specific targets (hereinafter referred to as the "Issuance to Specific Targets") item by item, as follows:
- Type and Par Value of Shares to be Issued
The type of shares to be issued to specific targets in this issuance is RMB ordinary shares (A shares) listed in the domestic market, with a par value of RMB 1.00 per share.
- Issuance Method and Time
This issuance will be conducted entirely through private placement to specific targets. The Company will implement it at an appropriate time within the validity period after obtaining the approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission's registration approval for this issuance.