Tianjin Ruixin Technology Co., Ltd. (hereinafter referred to as "the Company") announces the resolutions from the 10th meeting of the 7th Board of Directors held on May 31, 2026, via WeChat and telephone. The meeting will be held on June 5, 2026, in the company conference room, and the directors present will be five. This meeting will elect the chairman and the company management will be separately notified.
The meeting will invite and adopt the relevant procedures in accordance with the Company Law of the People's Republic of China and the Articles of Association of Tianjin Ruixin Technology Co., Ltd.
1. Meeting Review
(1) Review and Approval (Regarding the Company’s Issuance of Shares and Cash Purchases of Assets)
The company plans to issue shares and cash for asset purchases in two parts. Among them, the cash investment will not exceed 98 million yuan. The company will issue shares and cash for asset purchases, with the cash investment not exceeding 51% of the total transaction value.
The company has obtained the necessary approvals from the board of directors and relevant committees. The board believes that the resolutions comply with legal regulations.
2. Overall Transaction Plan
This transaction plan includes issuing shares and cash for asset purchases and the investment fund. The investment fund for the issuance of shares and cash for asset purchases will not exceed 24.8 million yuan, of which the cash investment will not exceed 17 million yuan, and the number of shares issued will not exceed 35% of the total shares.
The company will use the investment fund to pay for the cash transaction, with specific details as follows:
| Transaction Counterparty | Transfer Ratio | Cash Amount | Share Amount | Total Transaction Amount |
|---|---|---|---|---|
| Dong Xiaoping | 12.15% | 5,953.07 | 5,953.07 | 11,906.15 |
| Zhang Yaping | 10.45% | 5,119.89 | 5,119.89 | 10,239.78 |
| Liu Xiaojun | 9.10% | 2,257.21 | 2,257.21 | 4,514.42 |
| Su Wei Ping | 3.49% | 1,511.51 | 1,511.51 | 3,023.02 |
| Wang Wei | 3.32% | 1,625.29 | 1,625.29 | 3,250.58 |
| Xin Ping Fund | 4.54% | 2,224.64 | - | 2,224.64 |
| Jin Hua Fund | 4.54% | - | 2,224.28 | 2,224.28 |
| Guo Yuan Fund | 3.37% | 1,649.10 | 1,649.10 | 3,298.21 |
| Total | 51.00% | 22,765.36 | 27,214.64 | 49,980.00 |
3. Investment Fund for Asset Purchases
This transaction includes the company’s plan to issue shares for asset purchases, which will not exceed 35 specific conditions for investors. The investment fund will not exceed 24.8 million yuan, with the cash investment not exceeding 17 million yuan, and the number of shares issued will not exceed 30% of the total shares.
The investment fund will be used for cash transactions, with specific details as follows:
| Item Name | Amount Used for Investment Fund (10,000 yuan) | Percentage of Investment Fund |
|---|---|---|
| Cash for this transaction | 24,800.00 | 100.00% |
If the investment fund fails to be implemented or cannot be realized, the company will self-clarify. The investment fund will be allocated according to the company’s internal regulations.
2.7 Overdue Profit Distribution
The overdue profit distribution of the investment fund shall be evaluated based on the trading volume of the company's shares from the date of the transaction (including the day of the transaction) to the end date of the period. The total amount of the overdue profit distribution shall be calculated based on the number of shares held by the company and the proportion of shares held by the company during the transaction period.