Shanghai Annoroad Group Co., Ltd.
(hereinafter referred to as the "Company")
Announcement on Resolutions of the 29th Meeting of the Sixth Board of Directors
The Company and all members of the Board of Directors guarantee the content of the information disclosure is true, accurate, and complete, and there are no false records, misleading statements, or major omissions.
The 29th meeting of the Sixth Board of Directors of Shanghai Annoroad Group Co., Ltd. (hereinafter referred to as the "Company") was held on July 27, 2026. The notice of this board meeting was sent by email on July 24, 2026. The meeting was held via communication, presided over by Chairman Ji Lijun. A total of 9 directors were eligible to attend, and 9 directors actually attended. The Company Secretary attended the meeting. The convening and holding of this meeting comply with relevant laws, administrative regulations, departmental rules, normative documents, and the Company's Articles of Association.
Resolutions:
After careful deliberation by the attending directors, the meeting voted by written communication and approved the following resolutions:
Resolution 1: "Resolution on the Company Meeting the Legal and Regulatory Conditions for Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds as a Connected Transaction"
The Company plans to acquire 100% equity of Guangzhou Fengyun Information Technology Co., Ltd. (hereinafter referred to as "Fengyun Information" or "Target Company") held by Feng Shubin, Huang Hui, and Guangdong Funeng Investment Holdings Co., Ltd. through the issuance of shares and payment of cash (hereinafter referred to as the "Target Asset"). Simultaneously, it plans to issue shares to no more than 35 qualified specific investors to raise supporting funds (hereinafter referred to as "This Supporting Fundraising," collectively with the issuance of shares and payment of cash to acquire assets, referred to as "This Transaction" or "This Issuance").
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"), the "Supervision Guidelines for Listed Companies No. 9 - Regulatory Requirements for Planning and Implementing Major Asset Restructuring of Listed Companies," the "Shenzhen Stock Exchange Stock Listing Rules for Major Asset Restructuring of Listed Companies," and other relevant laws, regulations, normative documents, and 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 acquire assets and raise supporting funds.
This resolution has been reviewed and approved by the Sixth Meeting of the Independent Directors' Special Committee, the Eighth Meeting of the Sixth Board of Directors' Strategic Committee, and the Twelfth Meeting of the Sixth Board of Directors' Audit Committee.
This resolution is subject to the Company's shareholders' meeting for review.
Voting Results: 9 votes in favor, 0 votes against, 0 abstentions.
Resolution 2: "Resolution on the Company's Plan for Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds as a Connected Transaction"
The Company's Board of Directors has reviewed the transaction plan item by item, and the specific content and voting results are as follows:
- Overall Transaction Plan
(1) Overall Transaction Plan