Shanghai Annoroad Group Co., Ltd. Board of Directors
Statement on the Transaction's Compliance with Rule 18 and Rule 21 of the Measures for Continuous Supervision of GEM Listed Companies and Rule 8 of the Measures for Major Asset Restructuring Review of Listed Companies on the Shenzhen Stock Exchange
Shanghai Annoroad Group Co., Ltd. (hereinafter referred to as the "Company") proposes 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 to raise supporting funds by issuing shares to no more than 35 qualified specific investors (hereinafter referred to as the "Transaction").
The Company's Board of Directors has prudently analyzed whether the Transaction complies with Rule 18 and Rule 21 of the Measures for Continuous Supervision of GEM Listed Companies (hereinafter referred to as the "Continuous Supervision Measures") and Rule 8 of the Measures for Major Asset Restructuring Review of Listed Companies on the Shenzhen Stock Exchange (hereinafter referred to as the "Restructuring Review Measures"), and is of the opinion that:
I. The Transaction Complies with Rule 18 of the Continuous Supervision Measures and Rule 8 of the Restructuring Review Measures
Rule 18 of the Continuous Supervision Measures stipulates that "If a listed company implements a major asset restructuring or issues shares to acquire assets, the industry of the target asset shall conform to the positioning of the GEM, or be in the same industry or upstream or downstream of the listed company."