Resolution of the Fifth Special Meeting of the Fifth Independent Directors of the Fifth Board of Directors
Hangzhou Wanlong Optoelectronic Equipment Co., Ltd. (hereinafter referred to as "the Company") held the fifth special meeting of the fifth board of independent directors on May 28, 2026, in a communication format. Three independent directors were supposed to attend, and all three were present. The meeting was convened in accordance with laws and regulations, the Articles of Association of Hangzhou Wanlong Optoelectronic Equipment Co., Ltd. (hereinafter referred to as "the Articles of Association"), and the working system for special meetings of independent directors. The resolutions of the meeting are legal and valid. The meeting was presided over by Mr. Ning Qingcai, an independent director jointly nominated by more than half of the independent directors. The following proposals were reviewed and approved:
-
Review and Approval of the Proposal on the Company's Issuance of Shares and Cash to Acquire Assets and Raise Supporting Funds and Related Transactions in Compliance with Relevant Laws and Regulations
The Company intends to issue shares and pay cash to acquire 100% of the shares of Zhejiang Zhongkong Information Industry Co., Ltd. (hereinafter referred to as "the Target Company") and raise supporting funds (hereinafter referred to as "this transaction"). After review, all independent directors unanimously believe that the issuance of shares and payment of cash to acquire assets and raise supporting funds complies with the requirements and conditions stipulated in relevant laws and regulations, including the Company Law, the Securities Law of the People's Republic of China, the Major Asset Restructuring Management Measures for Listed Companies, the Securities Issuance Registration Management Measures for Listed Companies, and the Regulatory Guidelines No. 9 for Listed Companies on Planning and Implementing Major Asset Restructuring. This proposal needs to be submitted to the board of directors and the shareholders' meeting for review; it was agreed to submit this proposal to the board of directors for review. (Votes in favor: 3, Votes against: 0, Abstentions: 0) -
Review and Approval of the Proposal on Adjusting the Company's Issuance of Shares and Cash to Acquire Assets and Raise Supporting Funds and Related Transactions, and Confirming that the Adjustment Does Not Constitute a Major Change
After review, all independent directors unanimously believe that the adjustment to the transaction plan involves paying the share consideration to the shareholders of the Target Company in installments and adjusting the lock-up period arrangements for the transaction parties and the subscribers of the raised supporting funds. The transaction parties and the scope of the Target Assets remain unchanged, and no new or increased supporting funds are raised; therefore, the adjustment does not constitute a major change to the restructuring plan. This proposal also needs to be submitted to the board of directors and the shareholders' meeting for review; it was agreed to submit this proposal to the board of directors for review. (Votes in favor: 3, Votes against: 0, Abstentions: 0)