Securities Code: 300862 Securities Abbreviation: Landun Optoelectronic Announcement No.: 2026-044
Anhui Landun Optoelectronic Co., Ltd.
Resolution Announcement of the 7th Board of Directors' 12th Meeting
The company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or major omissions.
I. Convening of the Board Meeting
The 7th Board of Directors' 12th Meeting of Anhui Landun Optoelectronic Co., Ltd. (hereinafter referred to as the "Company" or "Listed Company") was held on August 7, 2026, through a combination of on-site and teleconference methods. The on-site meeting was held in the Company's conference room. Mr. Yuan Yonggang and Ms. Jiang Wei attended the meeting via teleconference. The meeting notice was delivered on July 31, 2026, via email, telephone, and other methods. There were 8 directors eligible to attend the meeting, and 8 directors actually attended (including 2 directors who attended via teleconference). The meeting was chaired by Chairman Mr. Wang Jianqiang. The convening of this meeting complies with relevant laws, administrative regulations, departmental rules, normative documents, and the "Articles of Association of Anhui Landun Optoelectronic Co., Ltd." (hereinafter referred to as the "Company Articles of Association").
II. Deliberation of the Board Meeting
The attending directors deliberated and approved the following matters:
(I) Deliberation and Approval of the "Proposal on the Company's Compliance with Conditions for Issuing Shares and Paying Cash to Acquire Assets and Raise Supporting Funds"
The Company plans to acquire the controlling stake in Suzhou Lancuang Technology Co., Ltd. (hereinafter referred to as "Suzhou Lancuang") by issuing shares and paying cash. The sellers are Li Xia, Zheng Yanfei, Suzhou Youyi Chuang Technology Partnership (Limited Partnership), Suzhou Haibish Technology Partnership (Limited Partnership), Chen Ping, Suzhou Rongxiang Venture Capital Partnership (Limited Partnership), and Suzhou Rongxiang Jinqu Venture Capital Partnership (Limited Partnership) (collectively referred to as the "Transaction Counterparties"). The Company also plans to raise supporting funds by issuing shares to no more than 35 specific investors (hereinafter referred to as the "Transaction").
According to the "Company Law," "Securities Law," "Administrative Measures for Major Asset Restructuring of Listed Companies," "Administrative Measures for Issuance Registration of Securities by Listed Companies," and "Supervisory Guidance No. 9 for Listed Companies - Regulatory Requirements for Planning and Implementing Major Asset Restructuring of Listed Companies," and other laws and regulations, after self-inspection and verification of the Company's actual situation and related matters, the Company meets the requirements and conditions stipulated by relevant laws, regulations, and normative documents for issuing shares and paying cash to acquire assets and raise supporting funds.
Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
This proposal has been reviewed and approved by the Company's Board of Directors' Audit Committee, Strategy Committee, and Independent Directors' Special Meeting. All independent directors agreed to submit it to the Board of Directors for deliberation.
This proposal still needs to be submitted to the shareholders' meeting for deliberation.
(II) Deliberation and Approval of Each Item in the "Proposal on the Scheme for the Company's Issuance of Shares and Payment of Cash to Acquire Assets and Raise Supporting Funds and Related Party Transactions"
Based on the Company's actual situation, the Board of Directors deliberated and approved the transaction plan item by item, as follows:
- Overall Transaction Plan
The overall plan for this transaction consists of two parts: issuing shares and paying cash to acquire assets, and raising supporting funds.