Securities Code: 300332
Bond Code: 123092
Securities Abbreviation: Tianhao Energy
Bond Abbreviation: Tianhao Convertible Bond
Announcement No.: 2026-056
Tianhao Energy Co., Ltd.
Announcement of Resolutions of the Second Meeting of the Sixth Board of Directors
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and there are no false records, misleading statements, or major omissions.
I. Convening of This Board Meeting
The Second Meeting of the Sixth Board of Directors of Tianhao Energy Co., Ltd. (hereinafter referred to as the "Company" or "this Company") was held via written voting on July 8, 2026. The meeting notice was issued by telephone and email on July 5, 2026. A total of 6 directors were eligible to attend, and 6 directors actually attended. The meeting was presided over by Chairman Mr. Chen Zuotao. The Company's Board Secretary and other senior management personnel attended the meeting. The convening and holding procedures of this meeting comply with the provisions of the Company Law and other relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association.
II. Deliberation of Board Meeting Matters
(I) Deliberation and Approval of the Proposal on the Compliance of the Company's Share Issuance and Cash Payment for Asset Purchase and Raising of Supporting Funds, and Connected Transaction with Relevant Laws and Regulations
To promote the long-term healthy development of the Company, the Company plans to acquire 100% equity of Tianhao New Energy Co., Ltd. (hereinafter referred to as "Tianhao New Energy" or "Target Company") by issuing shares and paying cash, and simultaneously raise supporting funds by issuing shares to no more than 35 specific investors (collectively referred to as "This Transaction").
In accordance with the relevant provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Major Asset Restructuring of Listed Companies (hereinafter referred to as the "Restructuring Measures"), the Administrative Measures for the Registration and Issuance of Securities by Listed Companies, the Regulatory Guidelines for Listed Companies No. 9 — Regulatory Requirements for Listed Companies in Planning and Implementing Major Asset Restructuring, and the Content and Format Standards for Information Disclosure of Publicly Issued Securities Companies No. 26 — Major Asset Restructuring of Listed Companies, and other relevant laws, administrative regulations, departmental rules, and other normative documents, after careful self-inspection and verification of the Company's actual situation and related matters, this transaction of the Company complies with the aforementioned relevant laws, regulations, and normative documents.
This proposal has been deliberated and approved by the First Extraordinary Independent Directors' Meeting of the Sixth Board of Directors, the First Strategic Committee Meeting of the Sixth Board of Directors, and the Second Audit Committee Meeting of the Sixth Board of Directors.
Connected directors Mr. Chen Zuotao and Ms. Li Fangmin abstained from voting on this proposal.
Voting results: 4 votes in favor, 0 votes against, 0 abstentions.
This proposal is still subject to the approval of the Company's shareholders' meeting.
(II) Deliberation and Approval of the Proposal on the Scheme for the Company's Share Issuance and Cash Payment for Asset Purchase and Raising of Supporting Funds, and Connected Transaction
The attending directors deliberated on the scheme of this transaction item by item, as follows:
1. Overall Scheme of This Transaction
The overall scheme of this transaction consists of two parts: asset purchase through share issuance and cash payment, and raising of supporting funds.