Rising Dragon Acquisition Corp

The Charter Amendment Proposal asks shareholders to approve a special resolution to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association (the "Existing Charter") to permit the Company to extend its Combination Period beyond the current Termination Date of July 15, 2026 up to October 15, 2027 by adopting a Second Amended and Restated Charter (the "Second A&R Charter") set forth in Annex A. Management is seeking approval because the board believes there is insufficient time before July 15, 2026 to consummate a business combination and additional time is necessary to complete the HZJL Business Combination and any other potential combinations. The extension would allow up to fifteen (15) additional one-month extensions, each initiated upon five days' advance notice and funded by loans from the Sponsor or its affiliates in the form of Monthly Extension Fees deposited into the Trust Account for each extension. The board recommends a vote FOR the Charter Amendment because without it the Company could be forced to liquidate, which would extinguish the interests of public shareholders and render founder and private units worthless; approving the amendment preserves the opportunity to consummate a Business Combination. Key governance considerations include the conditionality of the extension (both the Charter and Trust Agreement amendments must be approved for extensions beyond the current rights), the Sponsor’s funding commitment via interest-free loans repayable upon a successful Business Combination but forgivable if no combination occurs, and the potential dilution/reduction of trust account funds available for redemption as extension fees or redemptions occur. The proposal is subject to a special resolution (two-thirds majority) and the Board has unanimously recommended FOR approval. Investors should weigh the benefit of potential business combination value creation against the risk that extensions and associated redemptions may deplete trust funds and that the sponsor’s incentives and related-party interests could diverge from public shareholders’ interests.

The Trust Agreement Amendment Proposal seeks shareholder approval to amend the Company’s investment management trust agreement (the "Trust Agreement") to permit the Company to fund monthly one-month extensions of its Combination Period up to fifteen times, moving the Extended Date to October 15, 2027, by depositing a Monthly Extension Fee into the Trust Account for each extension. The Monthly Extension Fee is defined as the lesser of $100,000 per month for all remaining public shares or $0.033 per remaining public share after accounting for redemptions. Management is pursuing this vote to secure a funding mechanism (provided by the Sponsor or its affiliates as loans to the Company) that enables the Company to continue to pursue a Business Combination beyond July 15, 2026 and to align the trust accounting mechanics with the charter amendment. Approval requires a simple majority (50% of votes cast) under the Trust Agreement. The board recommends FOR because the amendment provides a practicable and limited-cost way to gain additional time to complete the HZJL Business Combination; it mitigates immediate liquidation risk. The transaction raises governance considerations, including the Sponsor’s role in funding the extensions via recoverable, non-interest-bearing loans and the risk that repeated extensions and redemptions will deplete the Trust Account, potentially undermining the economic protections of public shareholders. The amendment also conditions the Company’s ability to extend on shareholder approval and does not obligate the Sponsor to fund extensions beyond its discretion; investors should consider the Sponsor’s track record and incentives and the possibility that the Sponsor may choose not to fund extensions despite shareholder approval.

The Adjournment Proposal requests an ordinary resolution (simple majority) authorizing the chairman to adjourn the Extraordinary General Meeting to later date(s) as the chairman deems necessary to permit additional solicitation of proxies or otherwise facilitate the approval of the Charter Amendment and Trust Agreement Amendment proposals. Management recommends voting FOR to preserve the board’s flexibility to seek additional votes if required. The proposal is routine in governance practice, but important for procedural completion of the two conditioned proposals and to enable the board to avoid having all proposals fail if initial vote counts are insufficient. The potential consequence for shareholders is primarily timing and the possibility of continued uncertainty; adjournment alone does not change substantive rights but could allow additional outreach to shareholders and greater chance of approval of the primary proposals.