Board of Directors' Statement on Compliance with Articles 11, 43, and 44 of the Measures for the Administration of Major Asset Reorganizations of Listed Companies

Shenzhen Zhaori Technology Co., Ltd. Board of Directors

Statement on Compliance with Articles 11, 43, and 44 of the Measures for the Administration of Major Asset Reorganizations of Listed Companies

Shenzhen Zhaori Technology Co., Ltd. (hereinafter referred to as the "Company") proposes to acquire a portion of the equity of Shenzhen Baonei Technology Co., Ltd. (hereinafter referred to as "Baonei Technology") and obtain its control through the issuance of shares and payment of cash, and simultaneously 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 Articles 11, 43, and 44 of the Measures for the Administration of Major Asset Reorganizations of Listed Companies (hereinafter referred to as the "Major Asset Reorganization Measures"), the details of which are as follows:

I. The Transaction Complies with Article 11 of the Major Asset Reorganization Measures