Securities Code: 300846
Securities Abbreviation: On-line Digital
Announcement No.: 2026-062
Beijing On-line Digital Technology Co., Ltd.
Announcement of Resolutions of the 18th Meeting of the 6th Board of Directors
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the disclosure, and have no false records, misleading statements, or major omissions.
I. Convening of the Meeting
The 18th Meeting of the 6th Board of Directors of Beijing On-line Digital Technology Co., Ltd. (hereinafter referred to as the "Company") was held on June 18, 2026, in the Company's meeting room, combining on-site and teleconference methods. The meeting notice was sent to all directors via email on June 13, 2026, and all directors confirmed receipt. Eight directors were eligible to attend, and eight directors actually attended. The meeting was presided over by Mr. Qu Ning, Chairman of the Company. Senior management personnel attended the meeting. Mr. Zhao Yongzhi and Ms. Shi Jingxia attended the meeting via teleconference. The convocation, holding, and deliberation of proposals for this meeting complied with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Articles of Association of Beijing On-line Digital Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), and other relevant regulations. The meeting procedures and results were legal and valid.
II. Voting Results
After deliberation by the attending directors, the following proposals were approved by vote:
(I) Approval of the "Proposal on Acquiring the Remaining 40% Equity of a Subsidiary Zhongjia Heshun by Cash"
The Company agreed to acquire the remaining 40% equity of Beijing Zhongjia Heshun Communication Technology Co., Ltd. held by Zhangjiajie Maochen Enterprise Management Consulting Center (Limited Partnership), Zhangjiajie Jingfeng Enterprise Management Consulting Center (Limited Partnership), Shenzhen Zhongjie Network Information Technology Co., Ltd., and Beijing Zhongjia Yunzhi Digital Technology Co., Ltd. by paying cash, with a transaction price of RMB 236.52 million. Concurrently, if the Company fails to pay the transfer consideration in installments as agreed in the equity acquisition agreement, Mr. Qu Ning, as the controlling shareholder and actual controller of the Company, shall bear the unconditional and irrevocable joint and several guarantee liability. This transaction aligns with the Company's development strategy and the interests of all shareholders, and does not harm the legitimate rights and interests of the Company and small and medium shareholders.
Related director Mr. Qu Ning abstained from voting.
Voting results: 7 votes in favor; 0 votes against; 0 abstentions. This proposal was approved.
This proposal has been reviewed and approved by the 5th Special Committee of Independent Directors of the 6th Board of Directors and the 2nd Strategic Committee Meeting of 2026. The sponsor has issued a verification opinion on this proposal.
This proposal does not require submission to the Company's shareholders' meeting for review.
For details, please refer to the "Announcement on Acquiring the Remaining 40% Equity of Subsidiary Zhongjia Heshun by Cash" disclosed on the same day on the Juchao Information Network (www.cninfo.com.cn).
(II) Approval of the "Proposal on the Forecast of Related Party Transactions for 2026"