Guangdong Jiayuan Technology Co., Ltd

The 5th Extraordinary General Meeting of Shareholders in 2024

Meeting Materials

November 15, 2024

Notice to General Meetings

In order to protect the legitimate rights and interests of all shareholders of Guangdong Jiayuan Technology Co., Ltd. (hereinafter referred to as the "Company"), maintain the normal order of the general meeting of shareholders, ensure the efficiency of the general meeting of shareholders, and ensure that the general meeting of shareholders is held as scheduled and smoothly, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Articles of Association of Guangdong Jiayuan Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), the Rules of Procedure of the General Meeting of Shareholders of Guangdong Jiayuan Technology Co., Ltd. and the China Securities Regulatory CommissionThe relevant regulations of the Shanghai Stock Exchange are hereby formulated.

1. The general meeting of shareholders shall set up a conference affairs group, and the secretary of the board of directors of the company shall be responsible for the procedural arrangements and conference affairs of the meeting.

2. In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders (or shareholder representatives) attending the meeting, the company has the right to refuse other persons to enter the venue in accordance with the law, except for shareholders (or shareholder representatives) attending the meeting, directors, supervisors, senior managers, witness lawyers and persons invited by the board of directors.

3. Shareholders (or shareholder representatives) attending the meeting must go through the sign-in procedures at the meeting site 20 minutes before the meeting, and please present the securities account card, ID card or certificate of legal entity, power of attorney and receipt of participation in accordance with the regulations, and receive the meeting materials after verification.

4. Shareholders (or shareholder representatives) enjoy the right to speak, question and vote in accordance with the law. If shareholders (or shareholder representatives) want to speak at the general meeting of shareholders, they can register with the conference group of the general meeting when they sign in. At the meeting, the moderator will arrange for shareholders (or shareholder representatives) to speak. The topic of the speech of the shareholders (or shareholder representatives) should be related to the topic of the meeting; If you want to know more about the company, you can consult the secretary of the board of directors of the company after the meeting.

5. In order to improve the efficiency of the shareholders' meeting, on-site voting will be conducted after answering the shareholders' questions. The on-site meeting votes by registered ballot, and the shareholders hold it

The number of shares with voting rights is exercised, and each share has one vote. When voting, shareholders should choose one of the three items of "agree", "oppose" and "abstain" under each proposal in the voting ballot, and indicate by "√". Shareholders are requested to fill in the voting form according to the voting requirements, and the staff of the general meeting will collect the votes uniformly.

6. Before the general meeting of shareholders votes on the proposal, two shareholder representatives will be elected to participate in the vote counting and scrutiny; When the general meeting of shareholders votes on the proposal, the witness lawyer, the shareholder representative and the supervisor representative are jointly responsible for counting and scrutinizing the votes; The results of the on-site voting will be announced by the presiding officer of the meeting.

7. The company hired a lawyer from Guangdong Xinda Law Firm to attend the shareholders' meeting and issue legal opinions.

8. Shareholders (or shareholder representatives) participating in the general meeting of shareholders shall conscientiously fulfill their legal obligations, please put the mobile phone ringtone in a silent state after the meeting begins, respect and safeguard the legitimate rights and interests of other shareholders, and ensure the normal order of the general meeting. The company has the right to take necessary measures to stop the acts that interfere with the order of the general meeting of shareholders, pick quarrels and provoke troubles and infringe on the legitimate rights and interests of other shareholders and report to the relevant departments for investigation and punishment.

9. Shareholders (or shareholder representatives) shall bear the expenses incurred in attending the general meeting of shareholders, and the company will not provide any gifts and souvenirs during the meeting.

Guangdong Jiayuan Technology Co., Ltd

Agenda for the 5th Extraordinary General Meeting of Shareholders in 2024

First, the basic situation of the meeting

(1) On-site meeting time: 14:45 p.m. on November 15, 2024 (Thursday).

(2) On-site meeting place: conference room on the first floor of the office building of Guangdong Jiayuan Technology Co., Ltd., Wenshe Village, Yanyang Town, Meixian District, Meizhou City, Guangdong Province.

(3) The system, start and end dates and voting times of online voting:

Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange.

Online voting starts and ends from November 15, 2024 to November 15, 2024.

Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

(4) Convener: Board of Directors of Guangdong Jiayuan Technology Co., Ltd.

(5) Moderator: Mr. Liao Pingyuan, Chairman of the Board.

2. Agenda:

(1) Participants sign in, receive meeting materials, and shareholders register for speeches.

(2) The presiding officer announces the opening of the meeting.

(3) The moderator announces the attendance of the on-site meeting.

(4) Election scrutineers and tellers.

(5) Deliberation of proposals:

1. "Proposal on Changing the Accounting Firm";

(6) Shareholders make speeches and ask questions for the deliberation of the general meeting of shareholders.

(7) Shareholders attending the meeting vote on the proposals of the meeting.

(8) Adjourn the meeting and count the results of on-site and online voting.

(9) At the resumption of the meeting, the host announces the results of on-site and online voting.

(10) The presiding officer reads out the resolution of the general meeting of shareholders.

(11) The lawyer reads out the legal opinion.

(12) Sign the documents of the meeting.

(13) The moderator announces the end of the meeting.

Motion 1:

Deliberation of the "Proposal on the Change of Accounting Firm"

Dear Shareholders and Shareholder Representatives,

The accounting firm Dahua Certified Public Accountants (Special General Partnership) originally hired by the company (hereinafter referred to as the "Special General Partnership") (hereinafter referred to as

On May 10, 2024, Dahua received the Administrative Penalty Decision issued by the Jiangsu Regulatory Bureau of the China Securities Regulatory Commission

Dingshu ([2024] No. 1), suspended from engaging in securities service business for 6 months. In accordance with the Administrative Measures for the Selection and Appointment of Accounting Firms by State-owned Enterprises and Listed Companies issued by the Ministry of Finance, the State-owned Assets Supervision and Administration Commission of the State Council and the China Securities Regulatory Commission and the relevant regulations of the Company, based on the principle of prudence, taking into account the future business development and the demand for audit services, according to the results of the open selection, the Company intends to appoint Shanghui Accounting Firm (Special General Partnership) (hereinafter referred to as "Shanghui") as the Company's financial audit institution and internal control audit institution in 2024. The company has communicated with Dahua on this matter, and it has clearly been aware of the change and confirmed that there is no objection, and there is no disagreement with the former accounting firm in terms of work arrangements, fees, opinions, etc.

1. The basic information of the accounting firm to be employed

(1) Institutional information

1. Basic information

Name of Institution: Shanghui Certified Public Accountants (Special General Partnership)

Date of Establishment: December 27, 2013

Form of organization: special general partnership

Registered address: 25th Floor, No. 755, Weihai Road, Jing'an District, Shanghai

Senior Partner: Zhang Xiaorong

Number of partners as of December 31, 2023: 108

Number of certified public accountants as of December 31, 2023: 506, including: signed securities services

Number of certified public accountants reporting business audit reports: 179

Total business revenue in 2023: 706 million yuan

2023 audit revenue: 464 million yuan

Securities business income in 2023: 211 million yuan

Number of audit clients of listed companies in 2023: 68

The industry classifications of listed companies audited at the meeting are as follows: mining; Manufacturing; electricity, heat, gas and water production and supply; wholesale and retail trade; transportation, warehousing and postal services; real estate; information transmission, software and information technology services; scientific research and technical services; culture, sports and entertainment; water conservancy, environment and public facilities management; leasing and business services; Construction; Agriculture, forestry, animal husbandry and fishery.

Total audit fees for the annual reports of listed companies in 2023: $69 million

The number of audit clients of the company's listed companies in the same industry: 43

2. Investor protection ability

As of the end of 2023, the sum of the cumulative compensation limit and occupational risk fund balance of Shanghui Accounting Firm (Special General Partnership) is 10,000.00 yuan, and the withdrawal of occupational risk fund or the purchase of occupational insurance is in accordance with relevant regulations. The relevant professional insurance can cover civil liability due to audit failure. In the past three years, Shanghui Accounting Firm (Special General Partnership) has borne civil liability in a civil lawsuit related to its professional behavior, and the case has been concluded in 2021, which is a civil litigation case of Zhongzhou Futures Co., Ltd., and the execution has been completed.

3. Integrity record

In the past three years, he has received 0 criminal penalties, 1 administrative punishment, and 4 supervision and management measures for his professional conduct.

0 self-regulatory measures and 0 disciplinary actions; 11 practitioners were separately punished for their professional conduct in the past three years

0 criminal penalties, 2 administrative penalties, 3 supervision and management measures, 0 self-discipline and supervision measures, and disciplinary punishments

Divided into 0 times.

(2) Project information

1. Basic information

Project Partner: Yang Xiaolei, obtained the qualification of Chinese Certified Public Accountant in 2005, began to practice in Shanghai Council in 2013 and engaged in the audit of listed companies, signed 2 audit reports of listed companies in the past three years, and signed a number of audit reports of NEEQ companies in the past three years.

Signing CPA: Ye Min, obtained the qualification of Chinese Certified Public Accountant in 2018, began to practice in Shanghui in 2023 and engaged in the audit of listed companies, signed 2 audit reports of listed companies in the past three years, and signed 3 audit reports of NEEQ companies in the past three years.

Project quality control reviewer: Liu Shuping, obtained the qualification of Chinese certified public accountant in 2003, began to engage in the audit of listed companies in 2005, began to practice in the Shanghai Council in 2023, signed or reviewed 6 listed companies in the past three years, and signed 12 audit reports of NEEQ companies in the past three years. Possess the appropriate professional competence.

2. Integrity record

The project partners, signatory certified public accountants, and project quality control reviewers have not been subject to criminal punishment for their professional conduct in the past three years, and have been subject to administrative punishment, supervision and management measures by the China Securities Regulatory Commission, its dispatched agencies, industry authorities, etc., and have been subject to self-regulatory measures and disciplinary actions by self-regulatory organizations such as stock exchanges and industry associations.

3. Independence

Shanghui Certified Public Accountants (Special General Partnership) and project partners, signatory certified public accountants, and project quality control reviewers can maintain their independence in the implementation of the audit work of the project.

4. Audit fees

The 2024 audit fee pricing is mainly based on the responsibilities of professional services and the degree of professional expertise required, taking into account factors such as the experience, level and corresponding fee rate of the staff involved in the audit, as well as the working hours invested.

In 2024, the company's audit fee is proposed to be RMB 1.1 million, of which the financial report audit fee is RMB

850,000 yuan, internal control audit fee 250,000 yuan. In 2023, the company's audit fee will be 1.1 million yuan, of which:

The audit fee for financial reports was RMB850,000 and the audit fee for internal control was RMB0.250 million, an increase of RMB0.0 million over the previous period.

The board of directors of the company proposed to the general meeting of shareholders to authorize the management to negotiate with the accounting firm to determine the audit fee of the company's financial report and internal control audit fee for 2024 and sign the relevant agreement after deliberation and approval.

2. A description of the proposed change of accounting firm

(1) The situation of the former accounting firm and the audit opinion of the previous year

Former accounting firm: Dahua Certified Public Accountants (special general partnership);

Years of audit services provided: 1 year;

Previous year audit opinion: standard unqualified audit opinion;

Whether there is a situation where the former accounting firm has been dismissed after entrusting the former accounting firm to carry out part of the audit work: none.

(2) The reason for the proposed change of the accounting firm

On May 10, 2024, Dahua received the Administrative Penalty Decision issued by the Jiangsu Regulatory Bureau of the China Securities Regulatory Commission

([2024] No. 1), which was suspended from engaging in securities service business for 6 months. According to the Ministry of Finance, the State-owned Assets Supervision and Administration Commission of the State Council, and the China Securities Regulatory Commission, the Management Office of State-owned Enterprises and Listed Companies for the Selection and Employment of Accounting Firms

Based on the principle of prudence, taking into account the future business development and the demand for audit services, the company intends to appoint the company as the company's financial auditor and internal control auditor in 2024 according to the results of public selection.

(3) The communication between the listed company and the former accounting firm

The Company has communicated with the predecessor and the proposed accounting firm at the meeting, and all parties have clearly informed the matter and confirmed that there is no objection, and that there is no matter related to the change of the accounting firm that needs to be brought to the attention of the shareholders of the Company. Since the relevant matters of the change of accounting firm still need to be submitted to the general meeting of shareholders of the company for deliberation, the former and subsequent accounting firms will actively communicate and cooperate with the relevant requirements in accordance with the relevant requirements of the Chinese Certified Public Accountants Auditing Standard No. 1153 - Communication between the former and subsequent certified public accountants.

It is now submitted to the general meeting of shareholders for deliberation.

Board of Directors of Guangdong Jiayuan Technology Co., Ltd

November 15, 2024