The Board of Directors of Shanghai Annoroo Group Co., Ltd.
Explanation Regarding Purchase and Sale of Assets within 12 Months Prior to the Transaction
Shanghai Annoroo Group Co., Ltd. (hereinafter referred to as the "Company") intends to acquire 100% equity of Guangzhou Fengyun Information Technology Co., Ltd. through the issuance of shares and payment of cash, and simultaneously issue shares to no more than 35 qualified specific investors to raise supporting funds (hereinafter referred to as the "Transaction").