Shenzhen Zhaori Technology Co., Ltd. (hereinafter referred to as the "Company") Sixth Board of Directors' Second Independent Directors' Special Meeting Review Opinions
The Sixth Board of Directors' Second Independent Directors' Special Meeting of Shenzhen Zhaori Technology Co., Ltd. was held on August 12, 2026, in Meeting Room No. 1 of the Company. Two independent directors were required to attend, and two were present. The meeting was convened and presided over by Mr. Zhao Wei. The convening and holding of the meeting complied with the provisions of the "Company Articles of Association" and the "Independent Directors' Special Meeting Work Rules." The meeting reviewed and approved the following resolutions:
- Resolution on the Proposal Regarding the Company's Compliance with Laws and Regulations for the Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Related Party Transactions
Voting Results: 2 votes in favor, 0 votes against, 0 abstentions.
Based on 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," the "Administrative Measures for the Registration and Issuance of Securities by Listed Companies," the "Supervisory Guidance No. 9 for Listed Companies - Regulatory Requirements for the Planning and Implementation of Major Asset Restructuring by Listed Companies," and the "Format Requirements for Information Disclosure by Companies Issuing Securities - Major Asset Restructuring of Listed Companies," and other relevant laws, administrative regulations, departmental rules, and other normative documents, after deliberation by all independent directors, the Company's issuance of shares and payment of cash to purchase assets and raise supporting funds complies with the relevant laws, regulations, and normative documents.
- Resolution on the Proposal Regarding the Company's Plan for Issuing Shares and Paying Cash to Purchase Assets and Raise Supporting Funds and Related Party Transactions
The Company's plan for issuing shares and paying cash to purchase assets and raise supporting funds and related party transactions is in line with the Company's actual situation. This transaction is beneficial for enhancing the Company's continuous operating capability, strengthening the Company's competitiveness, promoting the Company's long-term sustainable development, and safeguarding the interests of the Company and all shareholders.
- Resolution on the Proposal Regarding Whether This Transaction Constitutes a Related Party Transaction
Independent directors believe that the related party transactions in the transaction of acquiring assets by issuing shares and paying cash to the Company and its related parties are not in existence. According to the "Measures for the Administration of Major Asset Restructuring of Listed Companies," the transaction is expected to be conducted in accordance with the relevant laws and regulations.
- Resolution on the Proposal Regarding the Company's Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Related Party Transaction Plan of Shenzhen Zhaori Technology Co., Ltd.
Independent directors believe that the Company's issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transaction plan complies with the relevant laws and regulations and regulatory documents, and the relevant information disclosed is true, accurate, and complete. There are no material omissions, misstatements, or significant untruths, and it is feasible and operable. The transaction is not detrimental to the interests of the Company's minority shareholders.
- Resolution on the Proposal Regarding the Company's Compliance with the Conditions for the Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Related Party Transaction Plan