Xiamen Jiarong Technology Co., Ltd. (hereinafter referred to as "the Company") intends to acquire 100% of the shares of Hangzhou Lanran Technology Co., Ltd. (hereinafter referred to as "the Target Company") held by Xiamen Puyu Investment Partnership (Limited Partnership) (hereinafter referred to as "Xiamen Puyu") and other counterparties through the issuance of shares, and to issue shares to Xiamen Puyu to raise supporting funds (hereinafter collectively referred to as "this transaction").
In accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Administrative Measures for Major Asset Restructuring of Listed Companies (hereinafter referred to as "the Restructuring Measures"), the Administrative Measures for the Registration of Securities Issuance by Listed Companies (hereinafter referred to as "the Registration Measures"), the Management Measures for Independent Directors of Listed Companies, the Listing Rules for the Growth Enterprise Market of the Shenzhen Stock Exchange, and other relevant laws, regulations, normative documents, and the Company's Articles of Association, the independent directors convened the second special meeting of the fourth board of directors in 2026 and expressed the following review opinions based on independent and objective judgment: