Announcement of Resolutions of the Thirteenth Meeting of the Third Board of Directors
The company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false representations, misleading statements, or material omissions.
I. Convening of the Board Meeting
The Thirteenth Meeting of the Third Board of Directors of Anhui Hongyu Wuzhou Medical Device Co., Ltd. (hereinafter referred to as the "Company") was held on July 20, 2026, in a combined on-site and teleconference format at the Company's meeting room. The meeting was notified to all directors by written and telecommunication methods on July 15, 2026. Seven directors were eligible to attend, and all seven attended.
The meeting was presided over by Mr. Huang Fan, Chairman of the Company. Senior management personnel attended the meeting. The convening of the meeting complied with the provisions of the "Company Law," relevant laws and regulations, normative documents, and the "Articles of Association."
II. Deliberation of Board Meeting Matters
- Resolution on the Proposal Regarding the Conditions for Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds as a Connected Transaction
The Board of Directors believes that the Company's proposed acquisition of 100% equity in Xuanzhi Electronics Technology (Shanghai) Co., Ltd. through the issuance of shares and payment of cash, and the proposed issuance of shares to no more than 35 specific investors to raise supporting funds, meet all the conditions stipulated by current laws, regulations, and normative documents for issuing shares and paying cash to acquire assets and raising supporting funds as a connected transaction.
Given that one of the transaction counterparties is a related party to the equity transferor, and based on the principle of prudence, Directors Huang Fan, Xiang Bingyi, and Zhang Hongyu abstained from voting on this proposal.
Voting results: 4 votes in favor, 0 votes against, 0 abstentions, 3 abstentions.
This proposal has been reviewed and approved by the Independent Directors' Special Committee and the Audit Committee. As the number of votes from the Strategy Committee was less than half, it was directly submitted to the Board of Directors for deliberation.
This proposal is subject to approval by the Company's Shareholders' Meeting.
- Resolution on the Proposal Regarding the Plan for Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds as a Connected Transaction
The Board of Directors reviewed each item of the Company's plan for issuing shares and paying cash to acquire assets and raising supporting funds as a connected transaction. It believes that the transaction plan is in the Company's best interests and does not harm the interests of the Company and all shareholders, especially small and medium shareholders. The specific review results are as follows:
A. Overview of the Transaction Plan
The transaction includes two parts: issuing shares and paying cash to acquire assets, and raising supporting funds. The raising of supporting funds is conditional on the successful implementation of the acquisition of the target assets through the issuance of shares and payment of cash. However, the success or failure of raising supporting funds, or whether they are raised in full, does not affect the Company's implementation of the acquisition of assets through the issuance of shares and payment of cash.
2.1 Issuance of Shares and Payment of Cash to Acquire Assets
In this transaction, the Company plans to acquire 100% equity in Xuanzhi Electronics Technology (Shanghai) Co., Ltd. held by all its shareholders through the issuance of shares and payment of cash to Liu Gang, Li Tao, Ding Wen, Yu Xueyi, Shanghai Xuanzhi Yuxiang Enterprise Management Partnership (Limited Partnership), Shanghai Xuanzhi Huoben Enterprise Management Partnership (Limited Partnership), Shanghai Xuanzhi Baotao Enterprise Management Partnership (Limited Partnership), Shanghai Xuanzhi Longxiang Enterprise Management Partnership (Limited Partnership), and other shareholders of Xuanzhi Technology.