Zheng Quan Zhi Xing·2025-05-30 10:19Core Viewpoint - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss significant asset transfer transactions involving cash sales to Luxshare Precision Industry Co., Ltd. and its subsidiaries, which will result in the transfer of 100% equity stakes in several subsidiaries and related business assets [7][9][10]. Meeting Arrangements - The meeting will combine on-site and online voting, with a designated time for shareholder registration and voting [1][4]. - The meeting will be presided over by the chairwoman, Ms. Zhang Qiuhong, with provisions for adjustments based on actual circumstances [1][4]. Proposed Resolutions - Resolution 1: Approval of the transaction meeting the conditions for a major asset restructuring, involving the cash sale of 100% equity stakes in subsidiaries and related business assets to Luxshare Precision [7][9][10]. - Resolution 2: Approval of the major asset sale plan, detailing the specific subsidiaries and assets involved in the transaction [8][9]. - Resolution 3: Review of the draft major asset sale report and its summary [13][14]. - Resolution 4: Authorization for signing conditional agreements related to the asset sale [15]. - Resolution 5: Signing of supplementary agreements to clarify transaction price and related matters [16]. - Resolution 6: Confirmation that the transaction does not constitute a related party transaction [17]. - Resolution 7: Acknowledgment that the transaction qualifies as a major asset restructuring [18]. - Resolution 8: Compliance with regulatory requirements for the transaction [21]. - Resolution 9: Confirmation of the company's eligibility to execute the transaction [22]. - Resolution 10: Assurance that the transaction does not involve a change in control of the company [23]. - Resolution 11: Confirmation that the transaction parties do not fall under disallowed conditions for major asset restructuring [24]. - Resolution 12: Approval of audit, review, and valuation reports related to the transaction [12][25]. - Resolution 13: Assurance of the independence and fairness of the valuation process [26][27]. - Resolution 14: Discussion of the potential dilution of immediate returns and measures to mitigate this [28][29]. - Resolution 15: Explanation of stock price fluctuations prior to the transaction announcement [31]. - Resolution 16: Confirmation of the completeness and compliance of legal procedures for the transaction [33][34]. - Resolution 17: Disclosure of asset purchase and sale activities in the past twelve months [36]. - Resolution 18: Implementation of confidentiality measures during the transaction process [39]. - Resolution 19: Authorization for the board to handle specific transaction matters [40].