Board of Directors' Explanation on Whether the Transaction Constitutes a Major Asset Restructuring, Connected Transaction, and Restructuring Listing

Shenzhen Zhaori Technology Co., Ltd. Board of Directors

Explanation on Whether the Transaction Constitutes a Major Asset Restructuring, Connected Transaction, and Restructuring Listing

Shenzhen Zhaori Technology Co., Ltd. (hereinafter referred to as the "Company") plans to acquire a controlling stake in Shenzhen Bainei Technology Co., Ltd. by issuing shares and paying cash, and to raise supporting funds (hereinafter referred to as the "Transaction").

According to the "Administrative Measures for Major Asset Restructuring of Listed Companies," the "Shenzhen Stock Exchange GEM Stock Listing Rules," and other relevant regulations, the Company's Board of Directors has prudently assessed whether the Transaction constitutes a connected transaction, a major asset restructuring, and a restructuring listing, and provides the following explanation:

I. The Transaction is Not Expected to Constitute a Major Asset Restructuring

The audit and valuation work related to the Transaction is not yet complete, and the valuation and pricing of the target company have not yet been determined.