Board of Directors' Explanation on the Transaction's Compliance with Articles 11, 43, and 44 of the Management Measures for Major Asset Reorganizations of Listed Companies

Shanghai Annoraky Group Co., Ltd. Board of Directors

Explanation on the Transaction's Compliance with Articles 11, 43, and 44 of the Management Measures for Major Asset Reorganizations of Listed Companies

Shanghai Annoraky Group Co., Ltd. (hereinafter referred to as the "Company") intends to acquire 100% equity of Guangzhou Fengyun Information Technology Co., Ltd. (hereinafter referred to as the "Target Asset") by issuing shares and paying cash, and simultaneously raise supporting funds from no more than 35 qualified specific investors by issuing shares (hereinafter referred to as the "Transaction").

The Company's Board of Directors has prudently analyzed whether the Transaction complies with Articles 11, 43, and 44 of the Management Measures for Major Asset Reorganizations of Listed Companies and believes that:

I. The Transaction Complies with Article 11 of the Management Measures for Major Asset Reorganizations of Listed Companies