Guangzhou Xinlefu New Material Co., Ltd.
Announcement of Resolutions of the 20th Meeting of the Second 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 records, misleading statements, or major omissions.
I. Convening of the Board Meeting
The 20th Meeting of the Second Board of Directors of Guangzhou Xinlefu New Material Co., Ltd. (hereinafter referred to as the "Company") (hereinafter referred to as the "Meeting") was held in the Company's conference room on June 26, 2026, through on-site and teleconference methods. With the consent of all directors, the notice period for this meeting was waived, and the meeting notice was delivered to all directors on June 25, 2026. The meeting was presided over by Mr. Wang Xiaoming, Chairman of the Company. Seven directors were required to attend, and seven directors attended. Among them, independent directors Mr. Zeng Dechang, Mr. Li Huizhi, Ms. Du Liyan, and Director Mr. Liu Lei participated and voted via teleconference. The number of attendees complies with the provisions of the "Company Law" and the "Articles of Association." Senior management personnel of the Company attended the meeting, which was presided over by Mr. Wang Xiaoming, Chairman of the Company.
The convocation, convening, and voting procedures of this meeting comply with the relevant provisions of laws, regulations, normative documents, and the "Articles of Association."
II. Deliberation of the Board Meeting
The meeting was voted on by ballot, and the following resolution was unanimously approved:
(I) Approval of the "Proposal on Revising the 'Report (Draft) and Summary on Guangzhou Xinlefu New Material Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Related Party Transactions'"
The Company plans to acquire 100% equity of Guangzhou Jinnan Magnetic Material Co., Ltd. by issuing shares and paying cash, and plans to raise supporting funds from no more than 35 (inclusive) qualified specific investors by issuing shares (hereinafter referred to as the "Transaction").
Given that the audit base date for this transaction has been updated to March 30, 2026, in accordance with the "Administrative Measures for Major Asset Restructuring of Listed Companies," "Administrative Measures for Securities Issuance and Registration of Listed Companies," "Shenzhen Stock Exchange Rules for the Review of Major Asset Restructuring of Listed Companies," and "Guiding Opinions on Continuous Supervision of GEM Listed Companies (Trial)," and considering the progress of the transaction, the Company has supplemented, revised, and updated some of the content of the "Report (Draft) and Summary on Guangzhou Xinlefu New Material Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Related Party Transactions."
This proposal has been reviewed and approved by the Company's Strategy Committee, Audit Committee, and the special meeting of independent directors.
For details, please refer to the relevant announcements published by the Company on the same day on the website of Juchao Information Network (www.cninfo.com.cn).
Related directors Wang Xiaoming, Wang Xueqiu, and Lin Shan abstained from voting.
Voting results: 4 votes in favor; 0 votes against; 0 votes abstained; 3 votes abstained.
(II) Approval of the "Proposal on Approving the Extended Audit Report and Pro Forma Review Report Related to This Transaction"