滨海能源: 第十一届监事会第二十次会议决议公告

Group 1 - The company held its 20th meeting of the 11th Supervisory Board on May 16, 2025, with all three supervisors participating, and the meeting complied with relevant laws and regulations [1][2][3] - The Supervisory Board approved a proposal for issuing shares to acquire 100% equity of Cangzhou Xuyang Chemical Co., Ltd. and to raise matching funds through a private placement to no more than 35 qualified investors [2][3][4] - The proposal was passed with a vote of 2 in favor, 0 against, and 0 abstentions, and it will be submitted to the shareholders' meeting for approval [2][3][4] Group 2 - The company plans to issue shares at a price of 7.55 yuan per share, which is 80% of the average trading price over the previous 20 trading days before the board meeting [6][8] - The issuance of shares will be subject to adjustments based on any corporate actions such as dividends or stock splits that occur between the pricing date and the issuance date [6][8][9] - The final number of shares to be issued will be determined based on the transaction price divided by the issuance price, rounded down to the nearest whole number [7][9] Group 3 - The transaction is classified as a related party transaction, with the controlling shareholder expected to change to Xuyang Group after the transaction [21][22] - The company has confirmed that it meets the criteria for a major asset restructuring as per relevant regulations, and the transaction is expected to enhance the company's operational capabilities [21][24][26] - The company has established a confidentiality system to protect sensitive information related to the transaction [31][32] Group 4 - The company will ensure that the proceeds from the private placement will be used for transaction-related taxes, intermediary fees, project construction, and to supplement working capital or repay debts, with a limit of 25% of the transaction price for working capital or debt repayment [17][18] - The company has confirmed that there have been no abnormal fluctuations in its stock price in the 20 trading days prior to the announcement of the transaction [32] - The company will sign a supplementary agreement with the transaction parties once the asset prices are finalized [20][21]