Stock Code: 300397
Stock Abbreviation: Tianhe Defense
Announcement No.: 2026-027
Xi'an Tianhe Defense Technology Co., Ltd.
Announcement of Resolutions of the Fifth 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 is no false record, misleading statement, or major omission.
I. Convening of the Board Meeting
The Fifth Meeting of the Sixth Board of Directors of Xi'an Tianhe Defense Technology Co., Ltd. (hereinafter referred to as the "Company" or "Listed Company") was held on June 22, 2026, through a combination of on-site and teleconference methods. The meeting notice was issued on June 18, 2026, through on-site, telephone, email, and other methods. The meeting was convened by Chairman Mr. He Zenglin. Seven directors were expected to attend, and seven directors actually attended (including one director attending via teleconference, Director Mr. Zhang Ruonan), which met the legal quorum for convening a board meeting. Some senior management personnel of the Company attended the meeting. The convening of the meeting complied with relevant laws, administrative regulations, departmental rules, normative documents, and the "Company Articles of Association." The meeting was legally and effectively convened.
II. Deliberation of the Board Meeting
- The Proposal on Adjusting the Issuance Price and Issuance Quantity of the 2024 Private Placement Shares was reviewed and approved item by item.
Based on the 2024 private placement plan and the actual situation, the Company has adjusted the "pricing benchmark date," "issuance price," and "issuance quantity" of the 2024 private placement shares (hereinafter referred to as "this private placement" or "this issuance"). The board of directors reviewed and voted on the adjusted plan for this private placement item by item as follows:
(1) Pricing Benchmark Date and Issuance Price
The pricing benchmark date for this issuance shall be the first day of the issuance period.
The issuance price for this private placement shall not be less than 80% of the average daily closing price of the Company's shares for the 20 trading days prior to the pricing benchmark date.
Average daily closing price of shares for the 20 trading days prior to the pricing benchmark date = Total trading volume of shares in the 20 trading days prior to the pricing benchmark date / Total trading volume of shares in the 20 trading days prior to the pricing benchmark date.
The final issuance price will be determined by the Company's Board of Directors in consultation with the sponsor (lead underwriter) for this issuance aft