Xiamen Jiarong Technology Co., Ltd. (hereinafter referred to as "the Company" or "the Listed Company") held a special meeting of independent directors on May 25, 2026, in the company conference room, combining on-site and communication methods. The meeting notice was sent via email to all independent directors on May 19, 2026. Three directors were required to attend, and all three attended. The meeting was conducted in accordance with the provisions of the Company Law and other relevant laws and regulations, as well as the Articles of Association, and was deemed legal and effective.
The meeting reviewed and approved the following proposals:
-
The meeting approved the proposal on "Issuing Shares to Purchase Assets and Raising Supporting Funds in Compliance with Relevant Laws and Regulations" with a voting result of 3 votes in favor, 0 votes against, and 0 abstentions. The Company plans 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 18 other counterparties through the issuance of shares, while also raising supporting funds. This transaction is collectively referred to as "this transaction." After careful self-examination and verification of the Company's actual situation and matters related to this transaction, it was determined that this transaction meets all relevant legal and regulatory requirements. The proposal was agreed to be submitted to the board of directors for review. The Company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
-
The meeting reviewed and approved the proposal on "Issuing Shares to Purchase Assets and Raising Supporting Funds Plan" with a voting result of 3 votes in favor, 0 votes against, and 0 abstentions. This transaction consists of two parts: issuing shares to purchase assets and raising supporting funds. The transaction aims for Xiamen Puyu to gain control of the listed company, and the issuance of shares to purchase assets and the raising of supporting funds are interdependent and constitute an inseparable part of this transaction. If either part does not obtain the necessary approvals or cannot be implemented for other reasons, both parts will not be executed. The voting results for the specific proposals are as follows:
-
Overall plan: The listed company intends to issue shares to Xiamen Puyu, Lou Yongtong, Qing Bo, Chai Zhiguo, Deng Detao, Hangzhou Lanying Investment Management Partnership (Limited Partnership) ("Hangzhou Lanying"), Hangzhou Lanhua Enterprise Management Partnership (Limited Partnership) ("Hangzhou Lanhua"), Chen Liang, Jiaxing Qiji Equity Investment Partnership (Limited Partnership) ("Jiaxing Qiji"), Jiaxing Qifei Equity Investment Partnership (Limited Partnership) ("Jiaxing Qifei"), Ye Guofei, Zhang Liying, Zhejiang Rushan High-tech Venture Capital Co., Ltd. ("Rushan High-tech"), Hangzhou Kebaiter Filter Material Co., Ltd. ("Hangzhou Kebaiter"), Ningbo Boshan Venture Capital Partnership (Limited Partnership) ("Ningbo Boshan"), Zhuji Rushan Huian Venture Capital Partnership (Limited Partnership) ("Rushan Huian"), Suzhou Chuanliuchang Eucalyptus New Material Venture Capital Partnership (Limited Partnership) ("Suzhou Chuanliu"), Hangzhou Youchuang Sirui Venture Capital Partnership (Limited Partnership) ("Youchuang Sirui"), and CITIC Securities Investment Co., Ltd. ("CITIC Investment") among 19 counterparties to purchase 100% of the shares of the Target Company and raise supporting funds of 1 billion yuan from Xiamen Puyu. Voting result: 3 votes in favor, 0 votes against, 0 abstentions.