Resolution of the 6th Extraordinary Independent Directors Meeting, 6th Session
The 6th Extraordinary Independent Directors Meeting of Shanghai Annoroad Group Co., Ltd. (hereinafter referred to as the "Company") was held on July 27, 2026. The notice for this Independent Directors Meeting was sent via email on July 24, 2026. The meeting was held via communication, presided over by Ms. Chen Lingyun, an independent director.
The meeting was attended by all 3 independent directors, and all 3 were present. The convening of this meeting complies with the "Articles of Association" and the "Work System for Independent Directors Meetings," and the meeting is valid.
After deliberation by the attending independent directors, the following resolutions were passed:
I. Deliberation and Approval of the Proposal on the Company's Compliance with Laws and Regulations Regarding the Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds for Connected Transactions
After review, all independent directors of the Company unanimously agreed:
The Company intends to acquire 100% equity of Guangzhou Fengyun Information Technology Co., Ltd. (hereinafter referred to as "Fengyun Information" or the "Target Company") held by Feng Shubin, Huang Hui, and Guangdong Funeng Investment Holdings Co., Ltd. (hereinafter referred to as "Funeng Investment") through the issuance of shares and payment of cash (hereinafter referred to as the "Target Assets"). Simultaneously, the Company plans to issue shares to no more than 35 qualified specific investors to raise supporting funds (hereinafter referred to as "This Supporting Fundraising," collectively referred to as "This Transaction" or "This Issuance" with the issuance of shares and payment of cash to purchase assets).
In accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Administrative Measures for Major Asset Restructuring of Listed Companies" (hereinafter referred to as the "Restructuring Measures"), the "Administrative Measures for Securities Issuance Registration of Listed Companies" (hereinafter referred to as the "Registration Measures"), "Supervision Guidelines No. 9 for Listed Companies – Regulatory Requirements for Planning and Implementing Major Asset Restructuring," the "Shenzhen Stock Exchange Stock Listing Rules for Major Asset Restructuring," and other relevant laws, regulations, and normative documents, as well as the Company's Articles of Association, after self-inspection and verification of the Company's actual situation and related matters, it is confirmed that this transaction meets all requirements and conditions of current laws, regulations, and normative documents regarding the issuance of shares and payment of cash to purchase assets and raise supporting funds.
Therefore, the independent directors unanimously agreed to this proposal and agreed to submit this proposal to the Company's Board of Directors for deliberation, and after deliberation and approval by the Board of Directors, submit it to the Company's Shareholders' Meeting for deliberation.
Voting results: 3 votes in favor, 0 against, 0 abstentions.
II. Deliberation and Approval of the Proposal on the Company's Plan for Issuing Shares and Paying Cash to Purchase Assets and Raise Supporting Funds for Connected Transactions, Item by Item
1. Overall Plan for This Transaction
(1) Overall Transaction Plan
The Company intends to acquire 100% equity of Fengyun Information held by Feng Shubin, Huang Hui, and Guangdong Funeng Investment Holdings Co., Ltd. (hereinafter referred to as "Funeng Investment") 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. Among them, the Company intends to acquire 79% equity of Fengyun Information held by Feng Shubin and Huang Hui through the issuance of shares and payment of cash, and acquire 21% equity of Fengyun Information held by Funeng Investment through cash payment.