Guangzhou Xinbang Intelligent Equipment Co., Ltd.
Resolution of the Fourth Special Meeting of Independent Directors of the Fourth Board of Directors in 2026
Meeting Time: July 27, 2026
Meeting Format: Teleconference
Meeting Host: Liu Ruibing
Attending Independent Directors: Liu Ruibing, Wang Xiao, Zhao Junfeng
Guangzhou Xinbang Intelligent Equipment Co., Ltd. (hereinafter referred to as the "Company") held the Fourth Special Meeting of Independent Directors of the Fourth Board of Directors in 2026 on July 27, 2026. The meeting notice and materials were issued on July 24, 2026.
A total of 3 independent directors were scheduled to attend this independent director meeting, and 3 independent directors actually attended. All independent directors had no objection to the convening and procedures of this independent director meeting, and the convening and holding of the meeting complied with the relevant provisions of the "Company Law," "Articles of Association," and other regulations. The meeting was legal and valid. The attending independent directors voted by ballot, and unanimously formed the following resolutions:
I. Review of Independent Director Special Meeting Matters
The attending independent directors voted by ballot and unanimously formed the following resolutions:
(I) Review and Approval of the "Proposal on the Report (Draft for Review) and Summary of the Transaction Report on the Issuance of Shares and Payment of Cash by Guangzhou Xinbang Intelligent Equipment Co., Ltd. to Purchase Assets and Raise Supporting Funds for Connected Transactions"
The Company intends to acquire 100% of the shares of Wuxi Yingdaxin Microelectronics Co., Ltd. (hereinafter referred to as "Yingdaxin Micro") held by Ay Dee Kay LLC, Wuxi LinYing Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Wuxi LinYing"), and 40 other counterparties by issuing shares and paying cash, and to raise supporting funds for the connected transactions (hereinafter referred to as the "Transaction"). Upon completion of this transaction, Yingdaxin Micro will become a controlling subsidiary of the Company.
In view of the adjustment of the transaction plan and the update of the audit basis date for this transaction to December 31, 2025, the independent directors agree that the Company shall, in accordance with the relevant provisions of the "Company Law," the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Measures for the Administration of Major Asset Restructuring of Listed Companies" (hereinafter referred to as the "Restructuring Measures"), the "Content and Format Rules for Information Disclosure of Publicly Issued Securities of Listed Companies No. 26 - Major Asset Restructuring of Listed Companies," and other laws, regulations, and normative documents, supplement and update the relevant content of the "Report (Draft for Review) and Summary of the Transaction Report on the Issuance of Shares and Payment of Cash by Guangzhou Xinbang Intelligent Equipment Co., Ltd. to Purchase Assets and Raise Supporting Funds for Connected Transactions."
It is agreed that this proposal will be submitted to the Board of Directors for deliberation.
Voting Result: 3 votes in favor, 0 votes against, 0 abstentions.
This proposal still needs to be submitted to the Board of Directors for deliberation.
(II) Review and Approval of the "Proposal on Signing the Conditional Effective 'Supplementary Agreement to the Asset Purchase Agreement' and 'Supplementary Agreement to the Performance Commitment and Compensation Agreement'"