Resolution Announcement of the 20th Meeting of the Fifth Board of Directors
The Board of Directors and all its members guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are free of any false representations, misleading statements, or material omissions.
I. Convening of the Board Meeting
The 20th meeting of the Fifth Board of Directors of Hangzhou High-tech Materials Co., Ltd. (hereinafter referred to as the "Company") was held at 3:30 PM on March 2, 2026, in the third-floor conference room of the Company, through on-site and written voting. All directors unanimously agreed to waive the notice period for this board meeting, and the meeting notice was issued on-site. A total of 7 directors were eligible to attend, and 7 directors were present. The convening and voting of the meeting comply with the "Company Law," "Articles of Association," and other relevant regulations.
II. Matters Deliberated at the Board Meeting
The meeting was chaired by Mr. Lin Rongsheng, Chairman of the Board. Senior management personnel attended the meeting. After careful deliberation by the attending directors, the following proposals were deliberated and approved in accordance with relevant regulations:
1. Approval of the "Proposal on Waiving the Notice Period for the 20th Meeting of the Fifth Board of Directors"
To ensure the smooth progress of the Company's A-share private placement to specific targets, in accordance with the "Company Law," relevant laws and regulations, and the "Articles of Association," all directors unanimously agreed to waive the notice period for the 20th meeting of the Fifth Board of Directors and held the 20th meeting of the Fifth Board of Directors on March 2, 2026.
Voting results: 7 votes in favor, 0 against, 0 abstentions, 0 recused. This proposal takes effect upon approval by the Board of Directors.
2. Approval of the "Proposal on the Company Meeting the Conditions for Issuing Shares to Specific Targets"
In accordance with the "Company Law," the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Administrative Measures for the Registration of Issuance of Securities by Listed Companies" (hereinafter referred to as the "Registration Measures"), and other relevant laws, regulations, normative documents, and the "Articles of Association," the Company's Board of Directors, in conjunction with the Company's actual situation, conducted a thorough item-by-item self-inspection of the Company's qualifications and conditions for issuing shares to specific targets, and concluded that the Company meets the conditions and requirements for issuing shares to specific targets.
Voting results: 3 votes in favor, 0 against, 0 abstentions, 4 recused. Related directors Mr. Lin Rongsheng, Mr. Yu Weipeng, Mr. Zhou Zhiyuan, and Ms. Wang Peizhen recused themselves from voting. The third meeting of the Fifth Board of Directors' Strategic Committee deliberated this proposal. The fourteenth meeting of the Fifth Board of Directors' Audit Committee deliberated and approved this proposal. The second meeting of the independent directors of 2026 deliberated and approved this proposal. This proposal still needs to be submitted to the Company's general meeting of shareholders for deliberation and approval by more than two-thirds of the voting shares held by the shareholders present at the meeting.
3. Approval of the "Proposal on the Company's Private Placement Plan"
The Board of Directors deliberated and voted on the sub-proposals of the Company's private placement plan, all of which were approved. The details are as follows:
(1) Type and Par Value of Shares to be Issued
The shares to be issued to specific targets will be RMB ordinary shares (A-shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 3 votes in favor, 0 against, 0 abstentions, 4 recused. Related directors Mr. Lin Rongsheng, Mr. Yu Weipeng, Mr. Zhou Zhiyuan, and Ms. Wang Peizhen recused themselves from voting.