Resolution Announcement of the 21st Meeting of the Fourth Board of Directors
The Board of Directors and all its members guarantee that the content of the information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
I. Convening of the Board Meeting
The notice for the 21st meeting of the Fourth Board of Directors of Jiecai Intelligence Technology Co., Ltd. (hereinafter referred to as the "Company") was delivered to all directors in writing and by communication on June 26, 2026. The meeting was held on June 30, 2026, in the company's meeting room through a combination of on-site and communication methods. Nine directors were eligible to attend, and nine directors actually attended. The meeting was convened and presided over by Chairman Mr. Sun Chao. Senior management personnel of the company attended the meeting. The convening of this meeting complies with the provisions of the "Company Law of the People's Republic of China," the "Articles of Association," and other relevant laws, regulations, and normative documents, and the procedures are legal.
II. Deliberation of the Board Meeting
(I) Deliberation and Approval of the "Proposal on the Company's Compliance with Conditions for Issuing A-shares to Specific Objects"
In accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Administrative Measures for the Registration of Securities Offerings by Listed Companies," and the "Opinions on the Application of Articles 9, 10, 11, 13, 40, 57, and 60 of the Administrative Measures for the Registration of Securities Offerings by Listed Companies — Securities and Futures Legal Application Opinions No. 18," and other relevant laws, regulations, and normative documents, the Company has conducted a self-inspection item by item against the requirements for the qualification and conditions of GEM-listed companies issuing shares to specific objects. The Company believes that all its conditions meet the relevant provisions of current laws, regulations, and normative documents regarding GEM-listed companies issuing shares to specific objects, and it possesses the qualifications and conditions for issuing shares to specific objects.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions, 0 recused.
This proposal has been reviewed and approved by the Board's Audit Committee and the Independent Directors' Special Committee, and it still needs to be submitted to the Company's shareholders' meeting for deliberation.
(II) Deliberation and Approval of the "Proposal on the Company's Plan for Issuing A-shares to Specific Objects in 2026"
The Company's Board of Directors has deliberated and approved the issuance plan for issuing shares to specific objects item by item, as follows:
2.01 Type and Par Value of Shares to be Issued
The shares to be issued to specific objects in this issuance are domestic listed RMB ordinary shares (A-shares), with a par value of RMB 1.00 per share.
2.02 Issuance Method and Timing
This issuance will be conducted through the method of issuing shares to specific objects. The issuance will be carried out within the validity period after the Shenzhen Stock Exchange's review and the China Securities Regulatory Commission's approval of registration.
2.03 Issuance Targets and Subscription Method
The number of issuance targets for this private placement of A-shares shall not exceed 35 (inclusive). The issuance targets shall be legal persons, natural persons, or other legally established investment organizations that meet the conditions stipulated by the China Securities Regulatory Commission. Securities investment fund management companies, securities companies, wealth management companies, insurance companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors subscribing with more than two products managed by them shall be considered as one issuance target. Trust companies subscribing as issuance targets can only subscribe with their own funds. If laws, regulations, or normative documents provide otherwise for issuance targets at the time of issuance, such provisions shall prevail.