I. Meeting Details
The 20th meeting of the 2nd Board of Directors of Guoke Tiancheng Technology Co., Ltd. (hereinafter referred to as "the Company") was held on June 5, 2026, via telecommunication. The meeting notice and materials were sent to all directors by email on June 4, 2026, and all directors unanimously agreed to waive the notice period. The meeting was chaired by Chairman Luo Juedian, with 7 directors required to attend and 7 directors actually present. Senior management attended the meeting. The meeting complied with the provisions of the Company Law of the People's Republic of China and the Articles of Association of Guoke Tiancheng Technology Co., Ltd. (hereinafter referred to as "the Articles of Association"), and was legally valid.
II. Meeting Resolutions
All proposals were voted on by the attending directors, resulting in the following resolutions:
(1) Approval of the Proposal on the "Analysis Report on the Company's Issuance of Convertible Bonds to Unspecified Investors (Third Revision)"
This proposal was reviewed and approved by the independent directors' special meeting. The specific content of the "Analysis Report on the Company's Issuance of Convertible Bonds to Unspecified Investors (Third Revision)" can be found in the announcement disclosed by the Company on the same day on the Giant Tide Information Network (www.cninfo.com.cn). The Company and all members of the Board guarantee that the content of the information disclosure is true, accurate, and complete, with no false records, misleading statements, or significant omissions. Voting results: 7 votes in favor, 0 votes against, 0 abstentions; 0 votes to avoid.
(2) Approval of the Proposal on the "Feasibility Study Report on the Use of Funds Raised from the Issuance of Convertible Bonds to Unspecified Investors (Third Revision)"
This proposal was reviewed and approved by the independent directors' special meeting. The specific content of the "Feasibility Study Report on the Use of Funds Raised from the Issuance of Convertible Bonds to Unspecified Investors (Third Revision)" can be found in the announcement disclosed by the Company on the same day on the Giant Tide Information Network (www.cninfo.com.cn). Voting results: 7 votes in favor, 0 votes against, 0 abstentions; 0 votes to avoid.
(3) Approval of the Proposal on the "Dilution of Immediate Returns from the Issuance of Convertible Bonds to Unspecified Investors and Measures to Compensate (Third Revision)"
To implement the "Opinions on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market" (Guobanfa [2013] No. 110), and to safeguard the right to information of small and medium investors, the Company conducted a thorough analysis of the impact of the dilution of immediate returns on the Company's main financial indicators and formulated specific compensation measures. This proposal was reviewed and approved by the independent directors' special meeting. The specific content of the "Dilution of Immediate Returns from the Issuance of Convertible Bonds to Unspecified Investors and Measures to Compensate (Third Revision)" can be found in the announcement disclosed by the Company on the same day on the Giant Tide Information Network (www.cninfo.com.cn). Voting results: 7 votes in favor, 0 votes against, 0 abstentions; 0 votes to avoid.