The Board of Directors and all its members guarantee the content of this information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
The 21st meeting of the 6th Board of Directors of Tianhai Fusion Defense Technology Co., Ltd. (hereinafter referred to as "Tianhai Defense" or "the Company") was held on June 26, 2026, at 10:00 AM in the Academic Exchange Room, 8th Floor, Building 10, No. 518 Shenzhuan Road, Songjiang District, Shanghai, through a combination of on-site and remote participation. The meeting notice was sent via email and WeChat on June 23, 2026. Nine directors were required to attend, and nine directors actually attended. The meeting was chaired by Mr. He Xudong, Chairman of the Board, and attended by senior management of the Company. The convocation and convening of this meeting comply with the relevant provisions of the "Company Law" and the "Articles of Association." After careful deliberation by the attending directors, the following resolutions were formed:
I. Resolution on the Proposal Regarding the Company's Compliance with Conditions for Issuing A-shares to Specific Targets
In accordance with the relevant provisions of the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), and the "Administrative Measures for the Registration of Issuance of Securities by Listed Companies" (hereinafter referred to as the "Registration Measures") and other laws and regulations, the Company's Board of Directors, in accordance with the relevant qualification and condition requirements for listed companies to issue A-shares to specific targets, has conducted a thorough self-inspection and believes that the Company meets all the requirements for issuing A-shares to specific targets. The Board of Directors agrees to the Company's application for issuing A-shares to specific targets.
This proposal has been reviewed and approved by the Company's Board Strategy Committee and the Independent Directors' Special Committee, and is subject to approval by the Company's shareholders' meeting.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
II. Resolution on the Proposal Regarding the Company's 2026 Plan for Issuing A-shares to Specific Targets
The Company's private placement of A-shares in 2026 is as follows:
(1) Type and Par Value of Shares to be Issued
The shares to be issued will be RMB ordinary shares (A-shares) listed in China, with a par value of RMB 1.00 per share.
(2) Issuance Method and Timing
All shares issued in this private placement will be issued to specific targets. The Company will select an appropriate time within the validity period after the Shenzhen Stock Exchange's review and the China Securities Regulatory Commission's registration approval to issue shares to specific targets.
(3) Issuance Targets and Subscription Method
The scope of issuance targets for this private placement of shares is limited to qualified investors as stipulated by the China Securities Regulatory Commission, including but not limited to fund management companies, securities companies, insurance investment institutions, trust investment companies, financial companies, qualified foreign institutional investors, and other legal persons, natural persons, or other qualified investors as stipulated by the China Securities Regulatory Commission, not exceeding 35 persons (including 35 persons). Fund management companies, securities companies, wealth management companies, insurance companies, and qualified foreign institutional investors that subscribe with more than two products managed by them will be considered as one issuance target; trust investment companies subscribing as issuance targets can only use their own funds.