Shenzhen Zhaori Technology Co., Ltd.
Announcement on the Resolutions of the Second Meeting of the Sixth Board of Directors
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
I. Convening of the Board Meeting
The Second Meeting of the Sixth Board of Directors of Shenzhen Zhaori Technology Co., Ltd. (hereinafter referred to as the "Company") was held in Meeting Room No. 1 of the Company on August 12, 2026, through on-site and teleconference methods. The meeting notice was sent to all directors via email on August 9, 2026. A total of 5 directors were eligible to attend, and 5 directors actually attended. The Securities Affairs Representative attended the meeting. The meeting was convened and presided over by Chairman Mr. Wei Kaiyan. The convening and holding of this meeting comply with the relevant provisions of the "Company Law of the People's Republic of China" and the "Articles of Association."
II. Deliberation of the Board Meeting
- Deliberation and Approval of the Proposal on the Company Meeting the Legal and Regulatory Conditions for Issuing Shares and Paying Cash to Purchase Assets and Raising Supporting Funds, and the Related Party Transaction
Voting results: 4 votes in favor, 0 votes against, 0 abstentions. Related director Mr. Wei Kaiyan abstained from voting on this proposal.
The Company intends to acquire all or part of the equity of Shenzhen Bainei Technology Co., Ltd. and obtain its control by issuing shares and paying cash, and simultaneously raise supporting funds (hereinafter referred to as "this transaction"). In accordance with the "Company Law," "Securities Law," "Administrative Measures for Major Asset Restructuring of Listed Companies," "Administrative Measures for Securities Issuance Registration of Listed Companies," "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 8 — Major Asset Restructuring," and other laws, regulations, and normative documents, as well as the relevant provisions of the "Articles of Association of Shenzhen Zhaori Technology Co., Ltd.," after careful self-inspection and verification of the Company's actual situation and related matters, the Company meets the relevant conditions for issuing shares, purchasing assets, and raising supporting funds as stipulated by the aforementioned laws, regulations, and normative documents.
This proposal has been deliberated and approved by the Company's Board Audit Committee and the Independent Directors' Special Committee. For details, please refer to the relevant announcement disclosed by the Company on the Juchao Information Network on the same day.
This proposal needs to be submitted for shareholder approval.
- Deliberation and Approval of the Proposal on the Company Meeting the Legal and Regulatory Conditions for Issuing Shares and Paying Cash to Purchase Assets and Raising Supporting Funds, and the Related Party Transaction
The Company intends to acquire all or part of the equity of Shenzhen Bainei Technology Co., Ltd. and obtain its control by issuing shares and paying cash, and simultaneously raise supporting funds (hereinafter referred to as "this transaction"). This transaction consists of two parts: the issuance of shares and payment of cash to purchase assets and the issuance of shares to raise supporting funds. The conditions for the issuance of shares to raise supporting funds are subject to the approval of the issuance of shares to purchase assets.
2.1 Issuance of Shares to Purchase Assets
The Company intends to issue shares and pay cash to acquire all or part of the equity of Shenzhen Bainei Technology Co., Ltd. and obtain its control.
The type, face value, and listing location of shares to be issued:
In this transaction, the Company will issue RMB A ordinary shares with a face value of RMB 1.00 per share to the target company, and the listing location is the Shenzhen Stock Exchange.