The Board of Directors and all members of the Board of Directors guarantee the content of the information disclosure is true, accurate, and complete, and there is no false record, misleading statement or major omission.
The second meeting of the seventh Board of Directors of Shanghai Annoroad Group Co., Ltd. (hereinafter referred to as the "Company") was held on August 18, 2026. The notice of this board meeting was sent by email on August 14, 2026. The meeting was held via communication. This meeting was presided over by Chairman Ji Lijun. A total of 9 directors were supposed to attend, and 9 directors actually attended. The secretary of the board attended this 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.
The meeting was presided over by Chairman Ji Lijun. After deliberation by the attending directors, the following proposal was voted on and passed:
Proposal 1: "Proposal on the Draft '2026 Restricted Stock Incentive Plan (Draft)' and its Summary"
In order to further establish and improve the Company's long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the Company's core team, effectively integrate the interests of shareholders, the Company, and the core team, and make all parties jointly concerned about the Company's long-term development and ensure the realization of the Company's strategic and operating goals, while fully protecting the interests of shareholders, it is agreed that the Company, in accordance with the principle of equivalent return for investment and contribution, and in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Administrative Measures for Equity Incentives of Listed Companies," "Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange," "ChiNext Market Listed Company Self-Regulatory Supervision Guidelines No. 1 - Business Handling" and other relevant laws, administrative regulations, normative documents, and the Company's Articles of Association, proposes the "2026 Restricted Stock Incentive Plan (Draft)" and its summary.
The specific content can be found on the "2026 Restricted Stock Incentive Plan (Draft)" and its summary disclosed on the designated information disclosure website of the China Securities Regulatory Commission, Giant Information Network (www.cninfo.com.cn) on the same day.
This proposal has been reviewed and approved by the first meeting of the Remuneration and Assessment Committee of the seventh Board of Directors.
Directors Zhang Jiwei, Xu Man, Lu Yujie, and Huang Chunyan are the incentive recipients of the Company's 2026 Restricted Stock Incentive Plan, and therefore, these directors have abstained from voting on this proposal. This proposal still needs to be submitted to the Company's general meeting of shareholders for deliberation.
Voting results: 5 votes in favor, 0 votes against, 0 abstentions, 4 abstentions.
Proposal 2: "Proposal on the '2026 Restricted Stock Incentive Plan Implementation and Assessment Management Measures'"