惠州硕贝德无线科技股份有限公司
Resolution Announcement of the 6th Extraordinary Board of Directors Meeting
The company and all members of the board of directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are free from false records, misleading statements, or major omissions.
I. Meeting Convening Situation
The notice for the 6th Extraordinary Board of Directors Meeting of Huizhou Shuo Bei De Wireless Technology Co., Ltd. (hereinafter referred to as the "Company") was sent to all directors via email on August 7, 2026. The meeting was held on August 12, 2026, presided over by Mr. Zhu Kunhua. Nine directors were expected to attend, and nine directors actually attended. Among them, non-independent directors Zhu Kunhua, Zhu Dong, Huang Gang, and Yu Bin, and independent directors Xia Yong, Chen Rongsheng, and Xu Xiaomin attended the meeting via communication. Senior management personnel and other relevant personnel attended the meeting. The convening of this board meeting complies with the relevant laws, regulations, and the Articles of Association of Huizhou Shuo Bei De Wireless Technology Co., Ltd. (hereinafter referred to as the "Articles of Association").
II. Meeting Deliberation Situation
The attending directors carefully deliberated and unanimously passed all proposals of this meeting by voting, forming the following resolutions:
- Resolution on the Proposal Regarding the Company Meeting the Conditions for Issuing A-shares to Specific Targets;
After deliberation, all directors of the Company believe that after a comprehensive self-inspection of the Company's actual situation, it is confirmed that the Company meets the requirements of current laws, regulations, and normative documents regarding the issuance of A-shares to specific targets, and possesses the qualifications and conditions for issuing A-shares to specific targets.
This proposal has been reviewed and approved by the Third Special Meeting of Independent Directors of the 6th Board of Directors, the Fourth Meeting of the 6th Audit Committee in 2026, and the First Meeting of the 6th Strategy Committee in 2026; this proposal still needs to be submitted to the First Extraordinary Shareholders' Meeting of the Company in 2026 for deliberation, and must be passed by more than two-thirds of the voting rights held by the shareholders attending the shareholders' meeting (including shareholder representatives).
For specific content, please refer to the relevant announcement published by the Company on the Juchao Information Network, the designated information disclosure website of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
- Resolution on the Proposal Regarding the Company's Plan for Issuing A-shares to Specific Targets in 2026;
In accordance with the relevant laws, regulations, and normative documents, and combined with the Company's actual situation, the Company has formulated the plan for issuing A-shares to specific targets. The voting results for each item are as follows:
(1) Type and Par Value of Shares to be Issued
The type of shares to be issued to specific targets is RMB ordinary shares (A-shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions.
(2) Issuance Method and Time
The issuance of shares will be conducted through private placement to specific targets. The Company will issue shares opportunistically within the validity period after the Shenzhen Stock Exchange's review and the CSRC's approval for registration.