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深圳市远望谷信息技术股份有限公司第八届董事会第五次(临时)会议决议公告

Group 1 - The company held its fifth (temporary) meeting of the eighth board of directors on July 15, 2025, with all seven directors present, and the meeting was convened by Chairman Xu Chaoyang [2][3] - The board approved the proposal for the company to issue A-shares to specific investors through a simplified procedure, confirming that the company meets the necessary conditions for this issuance [4][52] - The board's resolutions included the approval of the issuance plan, which involves issuing no more than 30 million yuan (approximately 4.5 million USD) and ensuring that the total amount does not exceed 20% of the company's net assets as of the end of the previous year [19][67] Group 2 - The issuance will involve domestic listed ordinary shares (A-shares) with a par value of 1.00 yuan per share, and the issuance price will not be lower than 80% of the average trading price over the last 20 trading days prior to the pricing date [8][61] - The issuance will target no more than 35 specific investors, including qualified institutional investors and other eligible entities as defined by the China Securities Regulatory Commission [12][58] - The company plans to use the raised funds for specific projects, and if the actual net amount raised is less than the intended total, adjustments will be made accordingly [19][67] Group 3 - The company will hold a third temporary shareholders' meeting on August 7, 2025, to discuss the proposals approved by the board and the supervisory board [88] - The meeting will be conducted both in-person and via online voting, allowing shareholders to participate remotely [90][91] - The company has confirmed that the resolutions from the board and supervisory board meetings comply with relevant laws and regulations [88][89]