Explanation of Compliance with Provisions of the Measures for Continuous Supervision of GEM Listed Companies, Articles 18 and 21, and Article 8 of the Shenzhen Stock Exchange Major Asset Reorganization Review Rules for the Transaction

Shenzhen Zhaori Technology Co., Ltd. Board of Directors

Explanation of Compliance with Provisions of the Measures for Continuous Supervision of GEM Listed Companies, Articles 18 and 21, and Article 8 of the Shenzhen Stock Exchange Major Asset Reorganization Review Rules for the Transaction

Shenzhen Zhaori Technology Co., Ltd. (hereinafter referred to as the "Company") proposes 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").

After careful analysis, the Company's Board of Directors believes that the Transaction complies with the provisions of Article 18 and Article 21 of the Measures for Continuous Supervision of GEM Listed Companies (Trial) (hereinafter referred to as the "Continuous Supervision Measures") and Article 8 of the Shenzhen Stock Exchange Major Asset Reorganization Review Rules for Listed Companies (hereinafter referred to as the "Reorganization Review Rules"). The specific details are as follows:

I. The Transaction Complies with Article 18 of the Continuous Supervision Measures and Article 8 of the Reorganization Review Rules

Article 18 of the Continuous Supervision Measures stipulates: "Where a listed company implements a major asset reorganization or issues shares to purchase assets, the industry to which the target asset belongs shall comply with the positioning of the GEM, or be in the same industry or upstream or downstream of the listed company."